COMPENSATION COMMITTEE REPORT
The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth below with the Company’s management and, based upon such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
The full text of the Compensation Committee’s charter is available on the Investor Relations portion of the Company’s website
(http://investors.dicks.com).
Respectfully submitted,
Members of the Compensation Committee
Larry D. Stone (Chairperson)
William J. Colombo
Lawrence J. Schorr
Allen R. Weiss
COMPENSATION DISCUSSION AND ANALYSIS
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CD&A INDEX
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OUR NAMED EXECUTIVE OFFICERS
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Our Named Executive Officers . . . . . . . . . . . . . . . . . . . . . .
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This Compensation Discussion and Analysis describes our executive compensation program, including a discussion of the philosophy and intent of the material elements of the program. The discussion is focused on our named executive officers for fiscal 2019, who were:
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Financial Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Compensation Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Variable Compensation Components . . . . . . . . . . . . . . . . .
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Governance Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Compensation Decision-Making Practices . . . . . . . . . . . . .
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Edward W. Stack
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Market Data . . . . . . . . . . . . . . . . . . . . . . . .
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Chairman and Chief Executive Officer
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Stockholder Support of Our Pay Program . . . . . . . . . . . . . .
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Lee J. Belitsky
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Elements of 2019 Compensation . . . . . . . . . . . . . . . . . . . . .
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Executive Vice President — Chief Financial Officer
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Changes to 2020 Compensation
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Lauren R. Hobart
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Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . . . . . . .
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President
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Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Donald J. Germano
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Executive Vice President — Stores
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COMPENSATION TABLES
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Navdeep Gupta
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Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . .
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Senior Vice President — Finance and Chief Accounting Officer
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Grants of Plan-Based Awards Table . . . . . . . . . . . . . . . . . .
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Paul J. Gaffney(1)
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Outstanding Equity Awards at Fiscal Year End Table . . . . .
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Former Executive Vice President — Chief Technology Officer
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Option Exercises and Stock Vested Table . . . . . . . . . . . . . .
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Holly R. Tyson(1)
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Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Former Senior Vice President — Chief Human Resources Officer
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Nonqualified Deferred Compensation Table . . . . . . . . . . . .
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Potential Payments upon Termination or Change-in-Control
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(1) Mr. Gaffney and Ms. Tyson resigned from their roles effective in September 2019 and January 2020, respectively. The Company entered into a consulting arrangement with Ms. Tyson pursuant to which she will serve in a consulting role through the first quarter of the 2020 fiscal year.
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24 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued)
FINANCIAL RESULTS - FISCAL 2019
In fiscal 2019, the Company delivered GAAP and non-GAAP earnings per diluted share ("EPS") of $3.34 and $3.69, respectively, and an increase in net sales of 3.72%. We ended the year with a consolidated same store sales increase of 3.7%. We continued to make significant and meaningful contributions to the Company's long-term success, including the continued and profitable growth of our omni-channel platform, ending the year with 726 DICK'S Sporting Goods stores, 94 Golf Galaxy stores and 27 Field & Stream stores and delivered 16% growth in our eCommerce business on a 52-week to 52-week comparative basis. Our five-year top line and bottom line performance is detailed below.
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*See Appendix A for the GAAP to non-GAAP reconciliations for each year shown. The Company did not report EPS on a Non-GAAP basis for fiscal 2018.
**FY17 comprises 53 weeks
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COMPENSATION ALLOCATION - AN EMPHASIS ON VARIABLE COMPENSATION
Our compensation programs are designed to attract, retain, and motivate the executive management team that will drive us to evolve as an omni-channel specialty retail company and to keep pace with changing consumer preferences. We attract and retain top executive talent by providing market-competitive base salaries and time-based restricted stock grants. Furthermore, we motivate our executives to drive the Company to develop and evolve by offering both short-term and long-term performance-based incentive awards, including restricted stock and stock options, each of which aligns the interests of our executives with our stockholders and encourages focus on longer-term growth.
Overall, a considerable portion of the compensation payable to our named executive officers is considered "pay-at-risk." The following chart illustrates how base salary, restricted stock, stock options and short-term incentive awards were allocated for fiscal 2019. The value of equity awards granted in connection with (1) the 2019 LTIP, (2) the 2019 special grant of restricted stock to certain named executive officers, and (3) promotions are excluded for purposes of the following illustration.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 25
Executive Compensation (continued)
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Amounts may not add due to rounding
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"Other NEO Pay Allocation" excludes payments made to our former Executive Vice President - Chief Technology Officer, Paul Gaffney, who did not receive all elements of the annual executive compensation package due to his mid-year departure from the Company.
Each element of our compensation program is discussed in greater detail starting on page 30 of this proxy statement.
VARIABLE COMPENSATION COMPONENTS - DRIVEN BY COMPANY PERFORMANCE
Our short-term and long-term performance-based incentive programs are designed to ensure a strong connection between the Company’s performance and executive compensation. Each incentive program is distinct and structured to reward the achievement of specific, pre-determined financial, operational and strategic goals. Our programs are designed to provide payment to executives only upon realization of an assumed threshold (or better) achievement of Company goals. We use, or have used, one-, three-, and five-year measurement periods, depending on the specific purpose of the program. At any given time, we could have one or more incentive programs in place, which have been designed to drive specific strategic goals. We will continue to adopt new incentive programs based on our organizational needs and the Company’s strategic plan.
Short-Term Performance-Based Incentive Program – Our short-term performance-based incentive program ("STIP") is based on the Company's annual operating plan and requires that the Company achieve a threshold level of financial performance in order for any payout to occur. The 2019 STIP required the attainment of goals related to consolidated adjusted earnings before taxes ("Adjusted EBT"), which excluded certain items as approved by the Compensation Committee and in accordance with the terms of the Company's Amended and Restated 2012 Stock and Incentive Plan (the "2012 Plan"). See Appendix A for the GAAP to non-GAAP reconciliations of EBT to Adjusted EBT.
For 2019, we also implemented an additional short-term performance based incentive program based on stretch goals relating to consolidated same store sales growth subject to the attainment of Adjusted EBT goals that we refer to as the Sales Growth Incentive
26 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued)
Plan or "SGI". Neither the STIP nor the SGI will payout unless certain minimum goals are satisfied. Information about the metrics used and payouts made under the 2019 STIP and 2019 SGI are available starting on page 31.
Long-Term Performance-Based Incentive Programs - Our long-term performance-based restricted stock programs are special performance-based grants that typically vest over three to five years upon achievement of certain pre-established performance metrics.
Most recently, we granted long-term performance-based restricted stock awards in July 2019, which we refer to as the "2019 LTIP". Awards granted under the 2019 LTIP will vest, if at all, in April 2022 following achievement of pre-established performance goals during the 2020 fiscal year and continued employment through the vesting date. For more information on the 2019 LTIP, see "Special Long-Term Performance-Based Incentive Awards – 2019 LTIP" on pages 34 - 35 of this proxy statement.
GOVERNANCE PRACTICES - STRONG GOVERNANCE UNDERLIES OUR COMPENSATION PROGRAM
We strive to align the Company’s executive compensation program with the interests of the Company and our stockholders. The chart below highlights certain pay practices that we utilize and those that we avoid, so as to maintain discipline in our executive compensation program.
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Pay Practices We Utilize
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Link pay to performance
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We link a significant portion of executive compensation to Company performance. A substantial majority of our named executive officer's fiscal 2019 compensation was variable compensation tied to our financial performance and/or our stock price.
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Use of threshold gate for payouts to occur
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The Company will not pay out short- or long-term performance-based incentive awards unless the Company achieves a threshold level of earnings before taxes even if the Company exceeds other pre-established performance goals. This ensures that an acceptable level of stockholder value is generated before any performance-based incentive compensation is paid. See pages 29 to 34 for further information.
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Alignment of performance metrics with Company’s strategy
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The variety of performance metrics used in our performance-based incentive programs aligns compensation with successful deployment of the Company's long-term strategy. See pages 29 to 34 for further information.
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Dividends on restricted stock are subject to forfeiture
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The Company currently pays quarterly dividends. However, all dividends paid on restricted stock (both time and performance based) are accrued and paid only if the underlying restricted stock ultimately vests.
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Stock ownership guidelines
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Our stock ownership guidelines ensure that our executive officers and directors are financially invested in the Company alongside our stockholders, as further detailed on page 35 of this proxy statement.
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No short-sales or hedging and restricted pledging transactions
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Our executive officers and directors are strictly prohibited from engaging in short selling, put, call, or other derivative transactions or hedging or other monetization transactions in our common stock. Executive officers and directors are strongly discouraged from pledging our common stock and require pre-approval to do so.
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Limited perquisites
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We provide limited perquisites. Executive officers and directors are required to reimburse the Company for personal use of the Company’s aircraft. See Perquisites and Other Personal Benefits and Personal Use of Company Aircraft on page 36 for further information.
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Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 27
Executive Compensation (continued)
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Pay Practices We Avoid
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No employment agreements with our executive officers
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The Company has no employment contracts with its executive officers and is obligated to pay very limited severance in connection with non-competition agreements entered into with certain employees, including our executive officers.
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No change-in-control agreements
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The Company does not have change-in-control agreements with any of its executive officers.
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No automatic accelerated vesting of awards upon a change-in-control
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Except for 2019 LTIP, our equity compensation plans do not provide for automatic acceleration of vesting of awards in the event of a change-in-control. See pages 45 to 46 for further information.
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No tax gross-ups
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Other than for relocation benefits, we do not provide tax gross-ups on compensation or personal benefits. See pages 35 to 37 for further information.
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No repricing underwater stock options
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Our equity plan prohibits the repricing of stock options unless our stockholders approve such actions.
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No hedging or monetization transactions
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Under our Insider Trading Policy, our named executive officers are strictly prohibited from engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.
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In addition to maintaining discipline in our executive compensation program, we believe these pay practices create an overall compensation program designed to motivate and reward our employees and executive officers for their performance on a short-term and long-term basis and for taking appropriate business risks. Further, these pay practices help to ensure that excessive or unnecessary risk taking is mitigated, and encourage a level of risk taking that is not reasonably likely to have a material adverse effect on the Company.
COMPENSATION DECISION-MAKING PROCESS IS THOROUGH AND BALANCES OBJECTIVE DATA WITH A DEEP UNDERSTANDING OF OUR BUSINESS
Participants in the compensation decision-making process utilize a combination of objective data along with a deep understanding of the Company's business as they consider each element of compensation. Further, participants in the decision-making process strive to ensure that programs are complementary, balance risk, and support both the short- and long-term objectives of the Company.
As of the record date, our Chairman and Chief Executive Officer controlled approximately 58% of the combined voting power of our common stock and Class B common stock. He has been operating the Company since 1984 and has led the Company through its growth for over 35 years. He has a substantial role in the development of the Company’s long-term strategy, and as a result, provides critical input in the development of executive compensation programs intended to motivate executives to achieve that strategy. However, ultimately all decisions relating to executive compensation are approved by the Compensation Committee, which is comprised entirely of "Non-Employee Directors" for purposes of Rule 16b-3 under the Exchange Act. As a controlled company, the Company is not required to have an independent Compensation Committee under the listing standards of the NYSE, but we believe that having independent voices in the executive compensation decision-making process is in the best interests of the Company’s stockholders and further ensures that we achieve alignment between pay and performance.
Compensation of our Chief Executive Officer – Our Chief Human Resources Officer, the Compensation Committee and the Board participate in the compensation decision-making process for our Chief Executive Officer. Our Chief Human Resources Officer works with management’s compensation consultant to develop and review benchmarking information. Based on this benchmarking information, our Chief Human Resources Officer provides compensation recommendations for our Chief Executive Officer to the Compensation Committee. The Compensation Committee then reviews the benchmarking information, the Company’s historical performance against performance targets for incentive compensation awards, the Company’s overall financial performance and our Chief Executive Officer’s overall performance. The Compensation Committee may also discuss these matters directly with our Chief Executive Officer.
Following review, the Compensation Committee recommends compensation levels and performance targets under our STIP and any LTIP for our Chief Executive Officer, and also determines whether and to what extent pre-established performance targets have been met. All components of our Chief Executive Officer’s compensation, including base salary, STIP, long-term incentive and other equity
28 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued)
awards are recommended by the Compensation Committee to the Board, which subsequently considers and finalizes compensation in an executive session of independent directors.
Compensation of our other Named Executive Officers – Our Chairman and Chief Executive Officer, our Chief Human Resources Officer and the Compensation Committee participate in the compensation decision-making process for our other named executive officers. Our Chief Human Resources Officer works with our Chairman and Chief Executive Officer to develop recommendations for all components of a named executive officer’s compensation, including recommending compensation levels and performance targets under our STIP and any LTIP. Recommendations are based on the Company’s historical performance, the Company’s financial, operational and strategic goals, benchmarking information provided by management’s compensation consultant, the Company’s talent needs and individual performance. Recommendations regarding the compensation of our Chief Human Resources Officer is made by our Chairman and Chief Executive Officer.
The Chairman and Chief Executive Officer and Chief Human Resources Officer review the recommendations with the Compensation Committee, which is responsible for approving all components of executive compensation as well as for approving performance targets for our STIP and any LTIP, and determining whether and to what extent any pre-established performance targets have been met. The Compensation Committee also reviews and approves all new and/or revised executive compensation programs.
Appointment of Chief People Officer – Upon the departure of Ms. Tyson as our Chief Human Resources Officer in January 2020, other members of our compensation team fulfilled her responsibilities as outlined above, with respect to the 2020 compensation decision-making process both for our Chief Executive Officer and other named executive officers. In April 2020, we appointed a Chief People Officer who will fulfill the responsibilities of the Chief Human Resources Officer going forward, including as it relates to executive compensation matters.
MARKET DATA - PROVIDES INSIGHT INTO INDUSTRY PRACTICES
Role of Management’s Compensation Consultant – In 2019, management retained Willis Towers Watson as its compensation consultant to provide market data, benchmarking research, survey information and peer group advice relating to executive compensation. Willis Towers Watson works directly with our human resources team, including our Chief Human Resources Officer. All research for executive compensation conducted by Willis Towers Watson is provided to the Compensation Committee directly by management. The Compensation Committee may work with its own compensation consultant as it deems necessary, but generally believes that it is preferable to coordinate with management in working with a consultant to ensure seamless administration of our compensation program.
In fiscal 2019, the aggregate fees paid to Willis Towers Watson for their services in assisting with the determination and recommendation as to the form and amount of director and executive compensation was $132,709, and the aggregate fees for additional services provided to the Company by Willis Towers Watson or its subsidiaries were $100,453. The Compensation Committee evaluated the independence of Willis Towers Watson under applicable NYSE rules, including the services provided and the associated fees paid, and has concluded that Willis Towers Watson was independent and that its engagement did not present any conflicts of interest.
Benchmarking Executive Compensation – Company management engaged Willis Towers Watson to review, analyze and make recommendations with respect to our named executive officer compensation, both as to individual components as well as the comprehensive package. Each pay component utilized by the Company in 2019 was analyzed using publicly available compensation data for peer group companies and general retail compensation survey data provided by Willis Towers Watson.
Management engaged Willis Towers Watson in 2019 to conduct a review of the direct compensation components paid to our named executive officers against a specific benchmark retail group, with a focus on base pay, annual performance incentive pay and stock-based compensation. This benchmark retail group, consisting of 16 companies (referred to as the "Retail Peer Group"), was selected based on the following attributes:
•publicly-held retailers, with an emphasis on specialty retailers;
•retailers with annual revenues between one-half and two and one-half times the Company’s annual revenue, and
•retailers with which we compete for executive talent.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 29
Executive Compensation (continued)
The Retail Peer Group is reviewed, updated, and approved annually by the Compensation Committee and may change periodically based on each component retailer’s continued satisfaction of our selected attributes, as well as the overall competitive environment for executive talent.
The Retail Peer Group for 2019 compensation recommendations was comprised of the following companies:
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Advance Auto Parts, Inc.
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Gap, Inc.
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Ross Stores, Inc.
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Ascena Retail Group, Inc.
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Kohl's Corporation
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Tractor Supply Company
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AutoZone, Inc.
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L Brands, Inc.
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Ulta Beauty Inc.
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Bed, Bath & Beyond, Inc.
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Michaels Stores, Inc.
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VF Corporation
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Big Lots, Inc.
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Ralph Lauren Corporation
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Williams-Sonoma, Inc.
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Foot Locker, Inc.
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STOCKHOLDER SUPPORT OF OUR PAY PROGRAM
Say-On-Pay Vote Results – We held an advisory vote at the 2019 Annual Meeting of Stockholders where we asked our stockholders to approve, on a non-binding advisory basis, the compensation paid to our named executive officers in 2018. The Company received more than 98% approval of the votes cast with respect to the 2018 compensation paid to our named executive officers. Because the Company is a "controlled company," the Compensation Committee also considered the voting results from the Company’s unaffiliated holders of common stock. The Committee took into account the level of stockholder support received, among other factors, in establishing the Company's 2019 compensation policies and programs.
ELEMENTS OF 2019 COMPENSATION
The combination of our fixed and variable compensation elements, including performance-based programs and time-vested equity awards, create an aggregate compensation program design that rewards the achievement of financial, operational and strategic goals over measurement periods of varying lengths. The Compensation Committee believes that this compensation program design creates balanced incentives for our named executive officers that encourage them to grow the Company in a disciplined, focused manner with a view towards long-term success.
Philosophy – Our executive compensation philosophy is to provide a market competitive compensation package that serves to attract, retain and motivate the executive management team that will drive us to evolve as an omni-channel specialty retail company and to keep pace with changing consumer preferences. In general, we set all elements of compensation within a range based on the market median and are willing to pay more for leaders who have critical skills in key operational areas or for outstanding performance against key financial metrics.
Base Salary – Base salary is intended to provide reasonable yet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance. The Compensation Committee examines base salary in conjunction with data provided by Willis Towers Watson and against the Retail Peer Group to help guide it in determining adjustments to base salaries.
30 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued)
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Name
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Position
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2019 Salary
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2020 Salary(1)
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% Change
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Edward W. Stack
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Chairman and Chief Executive Officer
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$1,100,000
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$47,438
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(95.7)%
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Lee J. Belitsky
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Executive Vice President — Chief Financial Officer
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$686,200
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$11,323
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(98.3)%
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Lauren R. Hobart
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President
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$775,000
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$39,428
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(94.9)%
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Donald J. Germano
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Executive Vice President — Stores
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$615,000
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$307,500
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(50.0)%
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Navdeep Gupta
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Senior Vice President — Finance and Chief Accounting Officer
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$400,000
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$260,000
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(35.0)%
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Paul J. Gaffney(2)
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Former Executive Vice President — Chief Technology Officer
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$691,900
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N/A
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N/A
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Holly R. Tyson(2)
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Former Senior Vice President — Chief Human Resources Officer
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$475,100
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N/A
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N/A
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(1) The Company temporarily reduced the salaries of the named executive officers, members of senior management, and certain other salaried employees to preserve cash while the Company manages its response to COVID-19. The salaries of the CEO, President, and CFO were reduced to an amount covering the benefits provided by the Company. The salaries of other EVPs and SVPs were reduced by 50% and 35%, respectively.
(2) Mr. Gaffney and Ms. Tyson left the Company in September 2019 and January 2020, respectively. Ms. Tyson continued to serve as an independent consultant to the Company through April 30, 2020.
Short-Term Performance-Based Incentive Awards – For 2019, the Company utilized two short-term performance-based incentive programs to incentivize employees - the primary STIP and a supplementary, stretch short-term special growth incentive program or "SGI".
STIP – Payout under the STIP was based 100% on achievement of pre-established Adjusted EBT goals. The following table sets forth the specific threshold, target and maximum 2019 STIP payout amounts, as a percentage of eligible earnings, that had been potentially payable to our named executive officers:
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Name
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Position
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Threshold
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Target
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Maximum
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(as a % of eligible earnings)
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Edward W. Stack
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Chairman and Chief Executive Officer
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90%
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210%
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400%
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Lee J. Belitsky
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Executive Vice President — Chief Financial Officer
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60%
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75%
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150%
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Lauren R. Hobart
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President
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100%
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125%
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250%
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Donald J. Germano(1)
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Executive Vice President — Stores
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56%
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70%
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140%
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Navdeep Gupta(2)
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Senior Vice President — Finance and Chief Accounting Officer
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47%
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59%
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117%
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Paul J. Gaffney(3)
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Former Executive Vice President — Chief Technology Officer
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60%
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75%
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150%
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Holly R. Tyson(4)
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Former Senior Vice President — Chief Human Resources Officer
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48%
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60%
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120%
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(1) During 2019, the threshold, target, and maximum payouts levels for Mr. Germano increased from 48%, 60% and 120% to 60%, 75% and 150%, and the payout levels identified are calculated on a pro-rated basis.
(2) During 2019, the threshold, target, and maximum payouts levels for Mr. Gupta increased from 40%, 50% and 100% to 48%, 60% and 120%, and the payout levels identified are calculated on a pro-rated basis.
(3) Mr. Gaffney left the Company in September 2019 and was not eligible to receive payout under the 2019 STIP.
(4) Although Ms. Tyson left her role as Chief Human Resources Officer as of January 1, 2020, she remained an independent consultant to the Company through April 30, 2020 and was eligible to receive payout under the 2019 STIP.
The determination of STIP payout is based on achievement of threshold, target, or maximum levels of Adjusted EBT. If threshold Adjusted EBT is not achieved, then no performance incentive amounts will be payable to the Company's executive officers. When determining the attainment of the STIP performance metrics, the Compensation Committee may exercise discretion and adjust its evaluation of the Company's performance.
The threshold, target, and maximum Adjusted EBT levels correlate with the three levels of bonus expressed as a specified percentage of the named executive officer’s base salary actually received by the executive officer during the fiscal year. The Company uses interpolation between the threshold and low target limit and between the high target limit and maximum levels to determine the specific amount of the payout for each named executive officer with respect to the achievement of the Adjusted EBT goal between the various levels.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 31
Executive Compensation (continued)
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2019 Performance Goal
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Threshold
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Target Range
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Maximum
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Actual
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Low
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High
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Adjusted EBT* (millions)
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$374
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$410
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$425
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$444
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$450.5
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Payout Opportunity
(as % of Target)
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80%
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100%
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100%
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200%
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Chief Executive Officer % Attainment**
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190%
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Other NEO % Attainment
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200%
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* See Appendix A for GAAP to non-GAAP reconciliations.
** Chief Executive Officer % Attainment is lower than the Other NEO % Attainment because the CEO's payout curve varies from the other NEO payout curves as illustrated in the table on page 31.
To determine the actual STIP payment, the Company applies the following formula to each named executive officer:
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Eligible Earnings
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x
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Target Payment
(% of Eligible Earnings)
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x
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% Attainment
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=
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Actual STIP Payout
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The table below shows the target payments for each of our named executive officers and the actual payments made to each of our named executive officers pursuant to the STIP in connection with the Company's performance in 2019.
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Name
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Eligible Earnings
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Target Payment
(% of Eligible Earnings)
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% Attainment
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Actual STIP Payout*
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$
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% Eligible Earnings
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Edward W. Stack
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$1,084,615
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210%
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190%
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$4,338,461
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400%
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Lee J. Belitsky
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$683,663
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75%
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200%
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$1,025,494
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150%
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Lauren R. Hobart
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$771,154
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125%
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200%
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$1,927,885
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250%
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Donald J. Germano(1)
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$607,848
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70%
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200%
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$848,633
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140%
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Navdeep Gupta(2)
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$393,846
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59%
|
200%
|
|
$461,539
|
117%
|
Paul J. Gaffney(3)
|
—
|
—
|
—
|
|
—
|
—
|
Holly R. Tyson(4)
|
$473,305
|
60%
|
200%
|
|
$567,966
|
120%
|
* Percent attainment is rounded. Consequently, the product of eligible earnings, target payment, and % attainment does not correspond to actual STIP payout shown in the table.
(1) During 2019, the target payout level for Mr. Germano increased from 60% to 75%, and the target payout level identified is calculated on a pro-rated basis.
(2) During 2019, the target payout level for Mr. Gupta increased from 50% to 60%, and the target payout level identified in this chart is calculated on a pro-rated basis.
(3) Mr. Gaffney left the Company in September 2019, and forfeited any payment under the 2019 STIP.
(4) Although Ms. Tyson left her role as Chief Human Resources Officer on January 1, 2020, she remained an independent consultant to the Company through April 30, 2020 and was eligible to receive payout under the 2019 STIP. Ms. Tyson's eligible earnings were prorated to reflect full-year earnings for the calculation of her STIP and SGI payouts in accordance with the terms of her separation.
Annual STIP payments are paid for the most recently completed fiscal year (assuming performance levels have been met) as soon as administratively practical after the amounts are determined and certified by the Compensation Committee.
SGI – In addition to the 2019 STIP, approximately 1,350 employees, including each of the named executive officers, and store managers, were eligible for an additional payout under the SGI in 2019. The program was designed to incentivize employees deemed to most significantly drive profitable same store sales growth and, in turn, stock price appreciation and shareholder value growth. Payouts under the program were based on performance against 2019 consolidated same store sales growth and Adjusted EBT goals. Any payout under the plan required consolidated same store sales growth of at least 2.0% and Adjusted EBT of at least $425 million.
32 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued)
The following table sets forth the specific amounts that were potentially payable to our named executive officers under the 2019 SGI based on achievement of goals related to consolidated comparable sales growth and Adjusted EBT. Potential payouts are based on a percentage of the named executive officer’s target STIP amount.
|
|
|
|
|
|
|
|
|
Consolidated Same Store Sales Growth
|
Adjusted EBT
|
Payout Potential as a Percent of Target STIP
|
2.5%
|
$440 M
|
21.4%
|
3.0%
|
$445 M
|
24.5%
|
3.5%
|
$450 M
|
27.6%
|
4.0%
|
$455 M
|
30.6%
|
4.5%
|
$460 M
|
33.7%
|
Based on the Company's actual 2019 consolidated same store sales growth of 3.7% and Adjusted EBT of $450.5M, eligible associates, including each of the named executive officers, received a payout under the SGI equal to 27.9% of his or her 2019 STIP target. The calculation of the 2019 SGI payout was determined after funding the 2019 STIP payout. The SGI successfully incentivized associates to drive sales growth, which translated to significant value creation for stockholders, as our 2019 Total Shareholder Return of +29% ranked near the top of our Retail Peer Group for the same period.
The table below shows the actual payments made to each of our named executive officers in connection with the 2019 SGI.
|
|
|
|
|
|
Name
|
2019 SGI Payout
|
Edward W. Stack
|
$634,650
|
Lee J. Belitsky
|
$142,870
|
Lauren R. Hobart
|
$268,590
|
Donald J. Germano
|
$118,230
|
Navdeep Gupta
|
$64,301
|
Paul J. Gaffney(1)
|
—
|
Holly R. Tyson(2)
|
$79,128
|
(1) Mr. Gaffney left the Company in September 2019, and forfeited any payment under the 2019 SGI.
(2) Although Ms. Tyson left her role as Chief Human Resources Officer on January 1, 2020, she remained an independent consultant to the Company through April 30, 2020 and consequently was eligible to receive payout under the 2019 SGI.
Annual Long-Term Incentive Awards – Long-term equity compensation is a key element of our executive compensation program. It is used to drive behaviors that lead to long-term growth and financial success, ensure balance between short- and long-term performance, align executive and stockholder interests, retain key executive talent, and create an association between individual pay and the long-term performance of the Company. Equity compensation also builds an ownership mentality among executives. Generally, long-term equity awards have vested over three to five-year periods from the grant date.
Annual equity awards are generally made to specified categories of employees in amounts that take into account such factors as Company and individual performance, an individual's ability to grow and add long-term value to the Company, share usage, stockholder dilution, and benchmarking information provided by management's compensation consultant. Special grants may also be authorized by the Compensation Committee for, among other things, new hires and promotions, exceptional performance or retention purposes. See “Special Grant of Restricted Stock” below for details on the special restricted stock grant made to our named executive officers in 2019.
In 2019, the Company’s annual grant of equity awards to our named executive officers was split, with approximately 70% of the total grant value consisting of time-based restricted stock and the remaining 30% awarded in stock options.
Stock options generally vest 25% per year over four years following the grant date and have seven year maximum terms. Restricted stock grants generally vest 100% on the third anniversary of the grant date. Stock options and restricted stock are subject to forfeiture if
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 33
Executive Compensation (continued)
the recipient fails to remain actively employed through the vesting period. Holders of unvested restricted stock are entitled to voting and dividend rights. However, dividends are held by the Company and remain subject to forfeiture until the vesting of the underlying shares of restricted stock to which the dividends relate.
The Compensation Committee believes that a value-based approach ensures greater alignment and consistency with the external market and provides greater stability in managing equity expense. As such, the committee grants annual equity awards to each officer between 0% to 300% of an officer's target value based on Company and individual performance, individual potential, data provided by Willis Towers Watson, and the practices of the Retail Peer Group.
The table below shows the target award value and the actual award value made to each of our named executive officers in connection with the Company's annual equity grant in April 2019.
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Target Award Value
|
Actual Award Value
|
|
Edward W. Stack
|
$5,000,000
|
$7,500,000
|
|
Lee J. Belitsky
|
$900,000
|
$900,000
|
|
Lauren R. Hobart
|
$1,200,000
|
$1,800,000
|
|
Donald J. Germano
|
$500,000
|
$625,000
|
|
Navdeep Gupta
|
$500,000
|
$500,000
|
|
Paul J. Gaffney(1)
|
$1,100,000
|
$1,100,000
|
|
Holly R. Tyson(2)
|
$500,000
|
$400,000
|
|
(1) Mr. Gaffney forfeited all equity received under the 2019 annual equity award when he left the Company in September 2019.
(2) Ms. Tyson forfeited all unvested equity received under the 2019 annual equity award after her consulting role terminated on April 30, 2020.
Special 2019 Grant of Restricted Stock – In April 2019 the Compensation Committee granted certain key officers restricted stock awards in addition to their annual equity grants. The restricted stock awards vested 100% on the first anniversary of the grant date. In deciding to grant this award, the Compensation Committee took into consideration the retention of top executives in light of several factors impacting company performance against 2018 STIP and 2017 LTIP goals, including a major vendor's broadened distribution channel strategy and the Company's strategic decisions with respect to its hunt and electronics categories. The restricted stock awards were subject to forfeiture if the recipient failed to remain actively employed through the vesting. As a result, the award made to Mr. Gaffney was forfeited upon his departure from the Company. Ms. Tyson’s award vested due to her continued consulting relationship with the Company in 2020. The table below sets forth the amounts of these restricted stock awards.
|
|
|
|
|
|
|
|
|
Name
|
Restricted Stock Shares
|
Restricted Stock Value(1)
|
Lee J. Belitsky
|
18,000
|
$688,860
|
Lauren R. Hobart
|
18,500
|
$707,995
|
Donald J. Germano
|
7,500
|
$287,025
|
Navdeep Gupta
|
4,300
|
$164,561
|
Paul J. Gaffney
|
11,000
|
$420,970
|
Holly R. Tyson
|
7,500
|
$287,025
|
(1) The restricted stock value is based on a per-share price of $38.27, which was the closing stock price on the date the restricted stock awards were issued.
Special Long-Term Performance-Based Incentive Awards – The Company uses special performance-based restricted shares from time to time to further align executive performance with the Company’s long-term strategy. These awards are not annual awards and are not designed to provide an opportunity for annual vesting. Instead, these performance-based restricted stock awards are specifically tailored around the Company’s long-term strategic plan. Most recently, the Company granted performance-based long-term restricted stock awards in 2019. The 2019 LTIP is intended to create additional alignment between executive compensation and shareholder value creation, ensure focus on key organizational initiatives, provide financial motivation to Company leaders, and increase retention of senior leaders.
34 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued)
2019 LTIP – Our executive officers were granted performance-based restricted stock under the 2019 LTIP (the "2019 LTIP Awards") on July 3, 2019, that vest on April 3, 2022 only upon achievement of certain performance goals during the 2020 fiscal year (the "2019 LTIP Performance Period") and continued employment through the vesting date. The total number of shares earned after the end of the 2019 LTIP Performance Period will be based on the attainment of Company 2020 performance metrics relating to sales in strategic categories, digital sales, and private brand sales (collectively, the "2019 LTIP Performance Criteria"). Furthermore, no payouts under the 2019 LTIP will be made unless a minimum level of fiscal 2020 Adjusted EBT is achieved ("2019 LTIP Adjusted EBT"). Calculation of 2019 LTIP Adjusted EBT excludes certain items approved by the Compensation Committee, including, but not limited to, asset write-downs, charges associated with store closings, and litigation or claim judgments or settlements.
The Compensation Committee has determined that the 2019 LTIP Performance Criteria and 2019 LTIP Adjusted EBT are confidential and the disclosure of such criteria would result in competitive harm. At the time of grant, the Committee considered the 2019 LTIP Performance Criteria and 2019 LTIP Adjusted EBT to be challenging but attainable based on the Company’s historical performance and the Company’s business plan.
The 2019 LTIP Awards may not vest and may be forfeited in their entirety based on failure to achieve required performance levels. If the 2019 LTIP Awards do vest, they may vest up to 200% of their target value based on performance levels achieved. The table below shows the target award value made to each of our named executive officers in connection with the Company's 2019 LTIP Awards.
|
|
|
|
|
|
|
|
|
Name
|
Position
|
Target Value1
|
Edward W. Stack
|
Chairman and Chief Executive Officer
|
$1,250,000
|
Lee J. Belitsky
|
Executive Vice President — Chief Financial Officer
|
$1,250,000
|
Lauren R. Hobart
|
President
|
$1,250,000
|
Donald J. Germano
|
Executive Vice President — Stores
|
$1,250,000
|
Navdeep Gupta
|
Senior Vice President — Finance and Chief Accounting Officer
|
$500,000
|
Paul J. Gaffney(2)
|
Former Executive Vice President — Chief Technology Officer
|
$1,250,000
|
Holly R. Tyson(2)
|
Former Senior Vice President — Chief Human Resources Officer
|
$500,000
|
(1) The actual target number of performance shares granted was determined by the closing price per share of the Company's common stock on the grant date.
(2) Mr. Gaffney forfeited all shares received under the 2019 LTIP when he left the Company in September 2019, and Ms. Tyson forfeited all shares under the 2019 LTIP after her consulting role terminated on April 30, 2020.
CHANGES TO 2020 COMPENSATION
On March 18, 2020, the Company announced the closure of its stores in response to the spread of COVID-19. The Company expects that its financial performance for 2020 will be adversely impacted by the outbreak of COVID-19. Consequently, the Company took several precautionary measures, including a temporary reduction in the salaries of its named executive officers, as illustrated on page 32, members of senior management, and other salaried employees. The Board also suspended the payment of its annual retainer, as described on page 15. The Board and its Compensation Committee will continue to monitor the impact of COVID-19 on the Company’s financial performance and may adjust the design of the Company’s executive compensation programs, as it deems appropriate.
STOCK OWNERSHIP GUIDELINES KEEP OUR EXECUTIVES INVESTED
The Compensation Committee maintains stock ownership guidelines to further align the interests of our executive officers and directors with the interests of our stockholders and to encourage long-term stock ownership. The guidelines apply for so long as the executive officer or director occupies such positions.
The stock ownership guidelines for named executive officers and directors are as follows:
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 35
Executive Compensation (continued)
|
|
|
|
|
|
Role
|
Value of Common Stock to be Owned
|
Chairman and Chief Executive Officer
|
6 times base salary
|
President / Executive Vice Presidents
|
3 times base salary
|
Other Executive Officers
|
1 times base salary
|
Board of Directors
|
5 times annual retainer
|
All shares of common stock beneficially owned by the executive officer or director, including time-based and performance-based restricted stock and stock underlying exercisable and unexercisable stock options, as well as shares of Class B Common Stock, are counted towards the ownership requirement. Executive officers and directors have three years from the time they become subject to the guidelines to reach the ownership requirements, and compliance is reviewed every year based on the record date for the Company’s Annual Meeting of stockholders. If an executive officer or director does not meet the ownership requirement within the time prescribed, he or she will not be permitted to sell net shares obtained through stock option exercises or released in connection with the vesting of restricted stock until the ownership requirement is met. As of the record date for the 2020 Annual Meeting, all named executive officers currently employed by the Company and all directors were in compliance with the stock ownership requirements.
ADDITIONAL INFORMATION
401(k) Retirement Plan Benefits – The Company’s Smart Savings 401(k) Plan, established pursuant to Section 401(k) of the Code, covers all salaried (including named executive officers) and hourly employees after completing one month of service. Participants can defer up to 50% of eligible earnings to the Plan (Highly Compensated Employees, including the named executive officers are capped at a 3% deferral rate). If the participant was an active employee as of December 31 of the plan year, the plan included an annual discretionary Company match, which typically has been paid out at 50% of the first 10% of the participant’s deferral. Company matching contributions vest 20% per year of service and become fully vested when a participant attains five years of service. Thereafter, all Company contributions are fully vested.
Effective January 1, 2020, the 401(k) Plan was amended with respect to the frequency and vesting of the Company match. The frequency of the match changed from annual to bi-weekly and the vesting was accelerated from a 5-year graded to a 3-year graded vesting schedule. Additionally, the active status as of December 31 provision was eliminated.
Officers’ Supplemental Savings Plan – The Dick’s Sporting Goods Officers’ Supplemental Savings Plan, referred to as the Officers’ Plan, is a voluntary nonqualified deferred compensation plan that became effective in April 2007. The Officers’ Plan was implemented for the purpose of attracting high quality executives by providing a more robust retirement savings opportunity and by including a match provision, which we believe promotes in our key executives an increased interest in the successful operation of the Company. The Officers’ Plan provides participants an opportunity to participate in a deferred contribution plan above the 401(k) plan, which caps the level of contributions that they can make. Certain key executives, including our named executive officers, are eligible to participate in the Officers’ Plan. For information regarding the terms of the Officers’ Plan, including matching amounts received by our named executive officers, see the "Nonqualified Deferred Compensation Table" and subsequent narrative description beginning on page 44 of this proxy statement.
Perquisites and Other Personal Benefits – Perquisites are not a material component of the Company's executive compensation program. With the exception of limited perquisites available to our Chairman and Chief Executive Officer, our executive officers do not receive personal benefits that are not otherwise widely available to employees, except for use of the Company aircraft, as described below. Our Chairman and Chief Executive Officer receives certain life insurance, country club and professional service benefits, and certain personal security services. The Company leases suites at certain sporting event venues for business purposes. Executive officers and employees may have the opportunity to use tickets at individual events if the suites are not being used for business purposes. There is no incremental cost to the Company for providing these individual tickets to employees. For a description of the perquisites and the attributed costs of these benefits, see our "Summary Compensation Table" on pages 38 - 39 of this proxy statement.
Personal Use of Company Aircraft – The Company permits named executive officers and directors to use the Company’s aircraft for personal use (including their guests who may fly on a space-available basis) only if our Chairman and Chief Executive Officer approves the personal use and the named executive officer or director pays the Company the aggregate incremental cost of the flight. Our Chairman and Chief Executive Officer also may use the Company aircraft for personal use (including his guests who may fly on a space-available basis) so long as he pays the Company the aggregate incremental cost of the flight. In limited instances where the Compensation Committee (or the Board in the case of the Chairman and Chief Executive Officer) permits a named executive officer or
36 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued)
director to use the Company aircraft for personal use without paying the Company the full aggregate incremental cost of the flight, any unreimbursed amounts will be considered compensation to the named executive officer or director and will be included in our "Summary Compensation Table" or "Director Compensation Table" and, if applicable, reported for income tax purposes based on Internal Revenue Service guidelines. In fiscal 2019, the Company was reimbursed for the aggregate incremental costs associated with any personal use of the Company's aircraft by the named executive officers and directors.
Written Employment Arrangements – We do not have employment agreements with our named executive officers. In some instances in connection with the negotiation of new hires, we have entered into offer letters with our executive officers, which have provided them with written assurances of certain elements of compensation for the year in which they join the Company.
Severance and Change-in-Control Agreements – We do not have severance or change-in-control agreements with our executive officers. We have a general severance policy that applies to a broad base of employees pursuant to which we pay severance equal to the greater of four (4) weeks of pay or one (1) week of pay for every year of employment with us. The Company has entered into Non-Competition and Confidentiality Agreements with all of its executive officers, other than the Chairman and Chief Executive Officer, which provide for severance consistent with this broad based policy. See "Non-Competition Agreements" on page 45 for more information. The Company may also, in its discretion, offer other arrangements to named executive officers or employees whose employment with the Company terminates.
Tax and Accounting Implications – Section 162(m) of the Internal Revenue Code generally limits the corporate tax deduction for individual compensation over $1 million paid in any taxable year to each of the persons that meet the definition of a covered employee. For fiscal 2019, covered employees include anyone who was a covered employee for any taxable year beginning after December 31, 2016, anyone who held the position of Chief Executive Officer or Chief Financial Officer at any time during the fiscal year and the three most highly compensated employees who acted as executive officers (other than as CEO or CFO) at any time during the fiscal year.
The Compensation Committee will continue to take into account the tax and accounting implications (including the tax deductibility of executive compensation) when making compensation decisions, but it reserves its right to continue to make compensation decisions based on other factors it determines to be in the best interests of the Company and its stockholders.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 37
SUMMARY COMPENSATION TABLE—2019, 2018, 2017
The following table summarizes the compensation for our named executive officers for the fiscal years ended February 1, 2020 February 2, 2019 and February 3, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year(1) (b)
|
Salary
($) (c)
|
|
Bonus
($) (d)
|
|
Stock
Awards
($)(2) (e)
|
|
Option
Awards
($)(3) (f)
|
|
Non-Equity
Incentive Plan
Compensation
($)(4) (g)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5) (h)
|
All Other
Compensation
($) (i)
|
|
Total
($)(6) (j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward W. Stack,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman and Chief Executive Officer (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
$1,084,615
|
|
—
|
|
|
$6,500,019
|
|
$2,250,010
|
|
$4,973,111
|
|
$169,621
|
$70,786
|
(8)
|
$15,048,162
|
2018
|
|
$1,000,000
|
|
—
|
|
|
$4,364,599
|
|
$1,500,004
|
|
$1,932,789
|
|
$50,000
|
$236,013
|
|
$9,083,405
|
2017
|
|
$1,019,231
|
|
—
|
|
|
$6,500,008
|
|
$2,250,005
|
|
—
|
|
|
$200,000
|
$66,326
|
|
$10,035,570
|
Lee J. Belitsky,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President — Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
$683,663
|
|
—
|
|
|
$2,568,848
|
|
$270,002
|
|
$1,168,364
|
|
$37,932
|
$4,547
|
(9)
|
$4,733,355
|
2018
|
|
$666,500
|
|
—
|
|
|
$1,494,604
|
|
$270,004
|
|
$485,944
|
|
$13,285
|
$4,300
|
|
$2,934,637
|
2017
|
|
$662,500
|
|
—
|
|
|
$1,880,018
|
|
$269,996
|
|
—
|
|
|
$45,703
|
$3,975
|
|
$2,862,192
|
Lauren R. Hobart,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
$771,154
|
|
—
|
|
|
$3,217,983
|
|
$540,003
|
|
$2,196,475
|
|
$40,707
|
$4,125
|
(10)
|
$6,770,447
|
2018
|
|
$734,615
|
|
—
|
|
|
$1,704,597
|
|
$359,999
|
|
$714,143
|
|
$5,000
|
$45,564
|
|
$3,563,918
|
2017
|
|
$640,000
|
|
—
|
|
|
$2,194,999
|
|
$405,000
|
|
—
|
|
|
$36,376
|
$3,975
|
|
$3,280,350
|
Donald J. Germano,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President — Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
$607,848
|
|
—
|
|
|
$2,254,544
|
|
$307,505
|
|
$966,863
|
|
—
|
|
$128,524
|
(11)
|
$4,265,284
|
Navdeep Gupta,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President — Finance and Chief Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
$393,846
|
|
—
|
|
|
$1,014,580
|
|
$150,005
|
|
$525,840
|
|
$31,010
|
$46,031
|
(12)
|
$2,161,312
|
Paul J. Gaffney,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Executive Vice President — Chief Technology Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
$409,868
|
|
—
|
|
|
$2,440,988
|
|
$330,001
|
|
—
|
|
|
—
|
|
$740
|
(10)
|
$3,181,597
|
2018
|
|
$675,000
|
|
—
|
|
|
$1,274,337
|
|
$330,004
|
|
$492,142
|
|
$6,750
|
$249,178
|
|
$3,027,411
|
2017
|
|
$142,788
|
|
$1,500,000
|
|
$1,120,020
|
|
$480,102
|
|
—
|
|
|
$260
|
$5,236
|
|
$3,248,406
|
Holly R. Tyson,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Senior Vice President — Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
$433,105
|
|
—
|
|
|
$1,067,049
|
|
$120,004
|
|
$647,094
|
|
$14,822
|
$39,592
|
(13)
|
$2,321,666
|
2018
|
|
$461,423
|
|
—
|
|
|
$695,850
|
|
$150,004
|
|
$269,138
|
|
$9,197
|
$250
|
|
$1,585,862
|
(1)Fiscal year 2017 comprised a 53-week period ended February 3, 2018. Fiscal years 2018 and 2019 comprised 52-week periods ended February 2, 2019 and February 1, 2020, respectively.
(2)The values set forth in this column represent the aggregate grant date fair value of restricted stock and performance-based restricted stock computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The values set forth in the Stock Awards include shares of restricted stock that vest with the passage of time as well as performance-based restricted stock. In 2019, the value of the performance-based restricted stock is based on the probable outcome of the 2019 LTIP Performance Criteria as of the grant date. The value of the 2019 LTIP Award on the grant date assuming the maximum value of the award would have been: Messrs. Stack, Belitsky, Germano, and Gaffney, and Ms. Hobart - $2,500,000; Mr. Gupta and Ms. Tyson - $1,000,000. For a discussion of the restricted stock and stock option awards granted to our named executive officers and the terms of the performance-based restricted stock awards granted to our named executive officers under our 2019 LTIP, see the "Long Term Incentive Awards" section of the Compensation Discussion and Analysis section of this proxy statement. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 12 ("Stock-Based Compensation and Employee Stock Plans") of
38 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued)
the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 filed with the SEC on March 20, 2020.
(3)The values set forth in this column represent the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). See Annual Long-Term Incentive Awards on page 31 for a discussion of the stock option awards granted to our named executive officers.
(4)Includes STIP and, to the extent applicable, SGI payouts for Company performance in each of fiscal 2019, 2018 and 2017, regardless of when paid. Under the Company’s 2012 Plan, the relevant performance measures for the annual performance incentive awards are satisfied in fiscal 2019, 2018 and 2017, as applicable, and thus are reportable in fiscal 2019, 2018 and 2017, as applicable, even though payments, if any, were made in fiscal 2020, 2019 and 2018, respectively.
(5)Represents mandatory Company contributions to the Officers' Plan. See the "Nonqualified Deferred Compensation Table" and accompanying narrative on page 44 for more information.
(6)Totals may not sum due to rounding.
(7)Neither Mr. Stack nor Ms. Hobart receive any compensation from the Company in connection with their service as a member of the Board.
(8)All Other Compensation for fiscal 2019 consisted of insurance premiums of $42,661 paid in fiscal 2019 on two life insurance policies for the benefit of Mr. Stack, the beneficiaries of which are chosen by Mr. Stack; $21,774 of country club dues; Company discounts provided to certain members of Mr. Stack's family under the Company's employee discount program; matching contributions to the Company’s 401(k) plan; personal security services provided to Mr. Stack; and a service award.
(9)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan and a service award.
(10)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan.
(11)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan and relocation benefits of $72,793 and a tax gross-up payment of $51,606 relating to the relocation benefits.
(12)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan and relocation benefits of $28,318 and a tax gross-up payment of $17,713 relating to the relocation benefits.
(13)Ms. Tyson left her role as Senior Vice President - Chief Human Resources Officer on January 1, 2020. All Other Compensation for fiscal 2019 consisted of $39,592 relating to payments for services provided as an independent consultant.
GRANTS OF PLAN-BASED AWARDS TABLE—2019
The following table sets forth each award granted to a named executive officer in fiscal 2019 under plans established by the Company.
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date (b)
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
|
|
|
|
Estimated Future
Payouts Under
Equity Incentive Plan Awards(1)
|
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#) (i)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (j)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)(2)
(k)
|
Grant
Date Fair
Value of
Stock and
Option
Awards(3)
($) (l)
|
|
Threshold
($) (c)
|
|
Target
($) (d)
|
|
Maximum
($) (e)
|
|
Threshold
(#) (f)
|
Target
(#) (g)
|
Maximum
(#) (h)
|
|
|
|
|
Edward W. Stack
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
137,184
|
|
|
$5,250,032
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
|
210,478
|
$38.27
|
|
$2,250,010
|
|
7/3/2019
|
|
|
|
|
|
|
17,556
|
|
35,112
|
|
70,225
|
|
|
|
|
$1,249,987
|
|
(4)
|
$976,154
|
|
|
$2,277,692
|
|
|
$4,338,461
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
$634,650
|
|
|
|
|
|
|
|
|
|
|
|
Lee J. Belitsky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
16,462
|
|
|
$630,001
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
18,000
|
|
|
$688,860
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
|
25,520
|
$38.27
|
|
$270,002
|
|
7/3/2019
|
|
|
|
|
|
|
17,556
|
|
35,112
|
|
70,225
|
|
|
|
|
$1,249,987
|
|
(4)
|
$410,198
|
|
|
$512,747
|
|
|
$1,025,494
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
$142,870
|
|
|
|
|
|
|
|
|
|
|
|
Lauren R. Hobart
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
32,924
|
|
|
$1,260,001
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
18,500
|
|
|
$707,995
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
|
51,040
|
$38.27
|
|
$540,003
|
|
7/3/2019
|
|
|
|
|
|
|
17,556
|
|
35,112
|
|
70,225
|
|
|
|
|
$1,249,987
|
|
(4)
|
$771,154
|
|
|
$963,942
|
|
|
$1,927,885
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
$268,590
|
|
|
|
|
|
|
|
|
|
|
|
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 39
Compensation Tables (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date (b)
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
|
|
|
|
Estimated Future
Payouts Under
Equity Incentive Plan Awards(1)
|
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#) (i)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (j)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)(2)
(k)
|
Grant
Date Fair
Value of
Stock and
Option
Awards(3)
($) (l)
|
|
Threshold
($) (c)
|
|
Target
($) (d)
|
|
Maximum
($) (e)
|
|
Threshold
(#) (f)
|
Target
(#) (g)
|
Maximum
(#) (h)
|
|
|
|
|
Donald J. Germano
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
11,432
|
|
|
$437,503
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
$287,025
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
|
17,756
|
$38.27
|
|
$187,503
|
|
7/3/2019
|
|
|
|
|
|
|
|
|
|
7,866
|
|
|
$280,030
|
|
7/3/2019
|
|
|
|
|
|
|
|
|
|
|
12,807
|
$35.60
|
|
$120,002
|
|
7/3/2019
|
|
|
|
|
|
|
17,556
|
|
35,112
|
|
70,225
|
|
|
|
|
$1,249,987
|
|
(4)
|
$338,858
|
|
|
$424,314
|
|
|
$848,633
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
$118,230
|
|
|
|
|
|
|
|
|
|
|
|
Navdeep Gupta
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
9,146
|
|
|
$350,017
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
4,300
|
|
|
$164,561
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
|
14,205
|
$38.27
|
|
$150,005
|
|
7/3/2019
|
|
|
|
|
|
|
7,022
|
|
14,045
|
|
28,090
|
|
|
|
|
$500,002
|
|
(4)
|
$184,112
|
|
|
$230,647
|
|
|
$461,539
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
$64,301
|
|
|
|
|
|
|
|
|
|
|
|
Paul J. Gaffney
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
20,121
|
|
|
|
$770,031
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
11,000
|
|
|
|
$420,970
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
|
31,191
|
|
$38.27
|
$330,001
|
|
7/3/2019
|
|
|
|
|
|
|
17,556
|
|
35,112
|
|
70,225
|
|
|
|
|
$1,249,987
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Holly R. Tyson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
7,317
|
|
|
|
$280,022
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
$287,025
|
4/3/2019
|
|
|
|
|
|
|
|
|
|
|
11,364
|
|
$38.27
|
$120,004
|
7/3/2019
|
|
|
|
|
|
|
7,022
|
|
14,045
|
|
28,090
|
|
|
|
|
$500,002
|
|
(4)
|
$227,186
|
|
|
$283,983
|
|
|
$567,966
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
$79,128
|
|
|
|
|
|
|
|
|
|
|
|
(1)The performance-based restricted stock issued pursuant to the 2019 LTIP has the potential to vest up to 200% based on level of performance targets achieved. Threshold, Target, and Maximum shown in the table represent 50%, 100% and 200% of the award. See Special Long-Term Performance-Based Incentive Awards on page 34 for a discussion of the 2019 LTIP.
(2)The exercise price of the stock options awarded was determined in accordance with the 2012 Plan, which provides that the exercise price for each option will be the fair market value on the grant date.
(3)The grant date fair value calculations are computed in accordance with FASB ASC Topic 718 with respect to the restricted stock or stock options awarded to the named executive officers in fiscal 2019 under the 2012 Plan (disregarding any estimates of forfeitures related to service-based vesting conditions). Restricted stock includes shares that vest with the passage of time and performance-based restricted stock granted under the 2019 LTIP. The value of the performance-based restricted stock are based on the probable outcome of the 2019 LTIP Performance Criteria as of the grant date. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 12 ("Stock-Based Compensation and Employee Stock Plans") of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 filed with the SEC on March 20, 2020.
(4)The amounts shown indicate the dollar value of the potential payment upon the attainment of the 2019 STIP performance criteria at Threshold, Target, and Maximum. Actual STIP payments based on the Company's fiscal 2019 performance are included in column (g) of our "Summary Compensation Table."
(5)The amounts shown under "Target" reflect the amount actually paid under the 2019 SGI and are included in column (g) of our "Summary Compensation Table." There were no threshold, target, or maximum amounts payable under the program.
40 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued)
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE—2019
The following table sets forth all unexercised stock options and unvested restricted stock awarded to our named executive officers by the Company that were outstanding as of February 1, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Option Awards
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (b)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)
|
Option
Exercise
Price
($) (e)
|
Option
Expiration
Date (f)
|
Number
of Shares or
Units of
Stock That
Have Not
Vested (#)
(g)
|
|
Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($) (h)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (i)
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (j)
|
Edward W. Stack
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,630
|
|
—
|
|
|
—
|
|
$46.29
|
4/3/2020
|
|
|
|
|
|
|
|
31,120
|
|
—
|
|
|
—
|
|
$55.29
|
4/3/2021
|
|
|
|
|
|
|
|
97,234
|
|
—
|
|
|
—
|
|
$58.48
|
4/3/2022
|
|
|
|
|
|
|
|
119,595
|
|
39,866
|
|
(1)
|
—
|
|
$47.09
|
4/3/2023
|
|
|
|
|
|
|
|
75,604
|
|
75,606
|
|
(2)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
|
40,150
|
|
120,450
|
|
(3)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
—
|
|
210,478
|
|
(4)
|
—
|
|
$38.27
|
4/3/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,990
|
|
(5)
|
|
$4,732,168
|
|
|
|
|
|
|
|
|
|
|
103,520
|
|
(6)
|
|
$4,578,690
|
|
|
|
|
|
|
|
|
|
|
137,184
|
|
(7)
|
|
$6,067,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,457
|
|
(8)
|
|
$374,053
|
|
|
|
|
|
|
|
|
|
|
35,112
|
|
(9)
|
|
$1,553,004
|
Lee J. Belitsky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,259
|
|
—
|
|
|
—
|
|
$46.29
|
4/3/2020
|
|
|
|
|
|
|
|
10,275
|
|
—
|
|
|
—
|
|
$55.29
|
4/3/2021
|
|
|
|
|
|
|
|
26,862
|
|
—
|
|
|
—
|
|
$44.38
|
10/3/2021
|
|
|
|
|
|
|
|
49,330
|
|
—
|
|
|
—
|
|
$58.48
|
4/3/2022
|
|
|
|
|
|
|
|
49,230
|
|
16,410
|
|
(1)
|
—
|
|
$47.09
|
4/3/2023
|
|
|
|
|
|
|
|
10,416
|
|
10,417
|
|
(2)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
|
7,644
|
|
22,934
|
|
(3)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
—
|
|
25,520
|
|
(4)
|
—
|
|
$38.27
|
4/3/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,839
|
|
(5)
|
|
$567,869
|
|
|
|
|
|
|
|
|
|
|
18,634
|
|
(6)
|
|
$824,182
|
|
|
|
|
|
|
|
|
|
|
16,462
|
|
(7)
|
|
$728,114
|
|
|
|
|
|
|
|
|
|
|
18,000
|
|
(5)
|
|
$796,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,457
|
|
(8)
|
|
$374,053
|
|
|
|
|
|
|
|
|
|
|
35,112
|
|
(9)
|
|
$1,553,004
|
Lauren R. Hobart
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,259
|
—
|
|
|
—
|
|
$46.29
|
4/3/2020
|
|
|
|
|
|
|
|
10,275
|
—
|
|
|
—
|
|
$55.29
|
4/3/2021
|
|
|
|
|
|
|
|
17,506
|
—
|
|
|
—
|
|
$58.48
|
4/3/2022
|
|
|
|
|
|
|
|
25,573
|
|
—
|
|
|
—
|
|
$51.02
|
10/3/2022
|
|
|
|
|
|
|
|
49,230
|
|
16,410
|
|
(1)
|
|
—
|
|
$47.09
|
4/3/2023
|
|
|
|
|
|
|
|
15,624
|
|
15,626
|
|
(2)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
|
10,192
|
|
30,578
|
|
(3)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
—
|
|
51,040
|
|
(4)
|
—
|
|
$38.27
|
4/3/2026
|
|
|
|
|
|
|
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 41
Compensation Tables (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Option Awards
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (b)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)
|
Option
Exercise
Price
($) (e)
|
Option
Expiration
Date (f)
|
Number
of Shares or
Units of
Stock That
Have Not
Vested (#)
(g)
|
|
Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($) (h)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (i)
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (j)
|
|
|
|
|
|
|
|
19,258
|
(5)
|
|
$851,781
|
|
|
|
|
|
|
|
|
|
|
24,845
|
(6)
|
|
$1,098,894
|
|
|
|
|
|
|
|
|
|
|
32,924
|
(7)
|
|
$1,456,229
|
|
|
|
|
|
|
|
|
|
|
18,500
|
(5)
|
|
$818,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,457
|
(8)
|
|
$374,053
|
|
|
|
|
|
|
|
|
|
|
35,112
|
(9)
|
|
$1,553,004
|
Donald J. Germano
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,362
|
7,364
|
|
(10)
|
|
—
|
|
$41.01
|
6/3/2024
|
|
|
|
|
|
|
|
4,305
|
12,917
|
|
(3)
|
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
—
|
|
17,756
|
|
(4)
|
|
—
|
|
$38.27
|
4/3/2026
|
|
|
|
|
|
|
|
—
|
|
12,807
|
|
(11)
|
—
|
|
$35.60
|
7/3/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,535
|
|
(12)
|
|
$377,503
|
|
|
|
|
|
|
|
|
|
|
10,352
|
|
(6)
|
|
$457,869
|
|
|
|
|
|
|
|
|
|
|
11,432
|
|
(7)
|
|
$505,637
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
(5)
|
|
$331,725
|
|
|
|
|
|
|
|
|
|
|
7,866
|
|
(13)
|
|
$347,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,383
|
|
(8)
|
|
$149,630
|
|
|
|
|
|
|
|
|
|
|
35,112
|
|
(9)
|
|
$1,553,004
|
Navdeep Gupta
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,121
|
6,122
|
|
(14)
|
|
—
|
|
$28.90
|
12/3/2024
|
|
|
|
|
|
|
|
2,626
|
7,879
|
|
(3)
|
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
—
|
|
14,205
|
|
(4)
|
|
—
|
|
$38.27
|
4/3/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,388
|
|
(15)
|
|
$326,771
|
|
|
|
|
|
|
|
|
|
|
6,315
|
|
(6)
|
|
$279,312
|
|
|
|
|
|
|
|
|
|
|
9,146
|
|
(7)
|
|
$404,528
|
|
|
|
|
|
|
|
|
|
|
4,300
|
|
(5)
|
|
$190,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,973
|
|
(8)
|
|
$87,266
|
|
|
|
|
|
|
|
|
|
|
|
14,045
|
|
(9)
|
|
$621,210
|
Paul J. Gaffney(16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
Holly R. Tyson(17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,500
|
|
6,834
|
|
(18)
|
|
—
|
|
$51.42
|
8/3/2023
|
|
|
|
|
|
|
|
6,048
|
|
6,049
|
|
(2)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
|
4,305
|
|
12,917
|
|
(3)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
—
|
|
11,364
|
|
(4)
|
—
|
|
$38.27
|
4/3/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,133
|
|
(5)
|
|
$315,493
|
|
|
|
|
|
|
|
|
|
|
10,352
|
|
(6)
|
|
$457,869
|
|
|
|
|
|
|
|
|
|
|
7,317
|
|
(7)
|
|
$323,631
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
(5)
|
|
$331,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,383
|
|
(8)
|
|
$149,630
|
42 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Option Awards
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (b)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)
|
Option
Exercise
Price
($) (e)
|
Option
Expiration
Date (f)
|
Number
of Shares or
Units of
Stock That
Have Not
Vested (#)
(g)
|
|
Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($) (h)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (i)
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (j)
|
|
|
|
|
|
|
|
|
|
|
14,045
|
|
(9)
|
|
$621,210
|
(1)Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2017, April 3, 2018, April 3, 2019 and April 3, 2020.
(2)Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2018, April 3, 2019, April 3, 2020 and April 3, 2021.
(3)Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2019, April 3, 2020, April 3, 2021 and April 3, 2022.
(4)Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2020, April 3, 2021, April 3, 2022 and April 3, 2023.
(5)Restricted stock award vests 100% on April 3, 2020.
(6)Restricted stock award vests 100% on April 3, 2021.
(7)Restricted stock award vests 100% on April 3, 2022.
(8)Represents the number of shares of unvested performance-based restricted stock earned under our 2017 LTIP. On March 19, 2019, the Compensation Committee certified the Company's performance under the 2017 LTIP, and it determined that 33.2% of the performance-based restricted stock will vest on April 3, 2020.
(9)Represents the target number of shares of unvested performance-based restricted stock granted under our 2019 LTIP. If maximum level of performance is met for performance criteria set forth in the 2019 LTIP, then 200% of the restricted shares will vest on April 3, 2022. If threshold level of performance is met for each performance criteria set forth in the 2019 LTIP, then 50% of the restricted shares will vest on April 3, 2022.
(10)Stock option vests at the rate of 25% per year, with vesting dates of June 3, 2018, June 3, 2019, June 3, 2020 and June 3, 2021.
(11)Stock option vests at the rate of 25% per year, with vesting dates of July 3, 2020, July 3, 2021, July 3, 2022 and July 3, 2023.
(12)Restricted stock award vests 100% on June 3, 2020.
(13)Restricted stock award vests 100% on July 3, 2022.
(14)Stock option vests at the rate of 25% per year, with vesting dates of December 3, 2018, December 3, 2019, December 3, 2020, and December 3, 2021.
(15)Restricted stock award vests 100% on December 3, 2020.
(16)Mr. Gaffney separated from the Company in September 2019. His unexercisable stock options and unvested restricted stock awards were forfeited upon his separation from the Company, and his exercisable stock options remained exercisable for 90 days following his separation.
(17)Ms. Tyson left her role as Senior Vice President - Chief Human Resources Officer on January 1, 2020. She continued to serve the Company in the role of an independent consultant through April 30,2020. All outstanding equity awards continued to vest until her tenure as an independent consultant ceased, at which time all unvested equity awards terminated and she has 90 days to exercise any eligible options. For a discussion of the terms of her separation, see "Potential Payments Upon Termination or Change-in-Control - Separation of our CHRO" on page 47.
(18)Stock option vests at the rate of 25% per year, with vesting dates of August 3, 2017, August 3, 2018, August 3, 2019 and August 3, 2020.
OPTION EXERCISES AND STOCK VESTED TABLE — 2019
The following table sets forth, with respect to our named executive officers, all options that were exercised and restricted stock that vested during fiscal 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
(a)
|
Number of Shares Acquired on
Exercise (#)
(b)
|
Value Realized on Exercise ($)
(c)
|
|
Number of Shares
Acquired on
Vesting (#)(d)
|
Value Realized
on Vesting ($)
(e)
|
Edward W. Stack
|
—
|
|
—
|
|
|
111,489
|
$4,266,684
|
Lee J. Belitsky
|
—
|
|
—
|
|
|
11,467
|
$438,842
|
Lauren R. Hobart
|
—
|
|
—
|
|
|
11,467
|
$438,842
|
Donald J. Germano
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Navdeep Gupta
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Paul J. Gaffney
|
25,261
|
|
$207,765
|
(1)
|
—
|
|
—
|
|
Holly R. Tyson
|
—
|
|
—
|
|
|
4,745
|
|
$160,334
|
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 43
Compensation Tables (continued)
(1) Mr. Gaffney exercised stock options and sold the underlying shares as follows: stock option for 15,918 shares exercised at $28.90 per share and sold at $38.94076 per share on September 13, 2019; and stock option for 9,343 shares exercised at $33.81 per share and sold at $38.94076 per share on September 13, 2019.
PENSION BENEFITS
The Company did not have in fiscal 2019, and currently does not have, any plans that provide for payments or other benefits at, following, or in connection with the retirement of our named executive officers, other than tax qualified and/or nonqualified defined contribution plans.
NONQUALIFIED DEFERRED COMPENSATION TABLE — 2019
The following table sets forth amounts contributed during fiscal 2019 by our named executive officers under the Company’s defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
Executive Contributions in Last Fiscal Year ($) (b)(1)
|
Registrant Contributions in Last Fiscal Year ($) (c)(2)
|
Aggregate Earnings in Last Fiscal Year ($) (d)
|
Aggregate Withdrawals/ Distributions ($) (e)
|
Aggregate Balance at Last Fiscal Year End ($)(f) (3)
|
Edward W. Stack
|
$850,029
|
$169,621
|
$400,202
|
$(579,087)
|
$5,281,882
|
Lee J. Belitsky
|
$189,788
|
$37,932
|
$427,862
|
—
|
|
$3,297,952
|
Lauren R. Hobart
|
$203,536
|
$40,707
|
$133,971
|
—
|
|
$1,254,927
|
Donald J. Germano
|
—
|
—
|
—
|
—
|
|
—
|
Navdeep Gupta
|
$155,822
|
$31,010
|
$36,637
|
—
|
|
$338,722
|
Paul J. Gaffney
|
$165,281
|
—
|
|
$(2,785)
|
—
|
|
$209,579
|
Holly R. Tyson
|
$70,545
|
$14,822
|
$31,172
|
—
|
|
$256,725
|
(1)Amounts set forth in this column (b) reflect amounts deferred and contributed by the named executive officer under the Officers’ Plan, which became effective April 1, 2007. Fiscal 2019 executive contributions are included in the Summary Compensation Table as (i) 2019 Salary and/or (ii) 2019 Non-Equity Incentive Plan Compensation depending on the named executive officer’s deferral election.
(2)Amounts set forth in this column (c) are reported in the Summary Compensation Table as Change in Pension Value and Nonqualified Deferred Compensation Earnings.
(3)Includes unvested Company contributions.
As described on page 46 of this proxy statement, our named executive officers participate in the Officers’ Plan, pursuant to which they have the opportunity to defer up to 25% of their base salary and up to 100% of their annual performance incentive payment, to be allocated among a range of investment choices. Gains and losses are credited based on the participant's election of a variety of investment choices. Participants' accounts may appreciate and/or depreciate depending on the performance of their investment choices. None of the investment choices provide returns at above-market or preferential rates.
Deferral amounts are 100% vested and matching contributions, including future contributions, become 100% vested after five years of plan participation, or upon the named executive officer’s death, disability or upon a change-in-control of the Company. Named executive officers may elect to receive distributions from the Officers’ Plan as a lump sum, in annual installments (with any installment term between two (2) and twenty (20) years), or a combination of the two options. Vested matching contributions may be distributed only after a named executive officer reaches age 55, or upon the named executive officer’s death or disability (as defined in applicable Treasury regulations), or in the event of certain hardships or changes of control (each as defined under Section 409A of the Code).
Under the Officers’ Plan, the Company is required to match amounts deposited into plan accounts at a rate of 20% of the participant’s annual deferral, up to a $200,000 maximum match per year. Matching amounts are contributed as one lump sum following the end of the year, and the named executive officer must be an eligible participant as of December 31st to receive the matching contribution for that year. The Company also has the ability to make a discretionary matching contribution as determined from time to time by the Board. The Company may determine a vesting schedule for discretionary contributions that is different from the vesting schedule for mandatory matching contributions. The Company established a rabbi grantor trust, with a third-party trust company as trustee, for the purpose of providing the Company with a vehicle to fund participant contributions and Company matching amounts under the Officers’ Plan.
44 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued)
The Officers’ Plan is intended to constitute a nonqualified, unfunded plan for federal tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, is intended to comply with Section 409A of the Code, and contains restrictions to help ensure compliance. Our obligations to pay deferred compensation under the Officers’ Plan are unsecured general obligations of the Company. We may amend or terminate the Officers’ Plan at any time in whole or in part, provided that no amendment or termination may reduce the amount credited to accounts at the time of such amendment or termination.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
Certain of our Company’s plans and programs provide for payments in connection with a termination of employment or a change-in-control of the Company. The Company does not have any employment agreements with our named executive officers, and there are no pension plans or other deferred compensation plans in which our named executive officers participate, other than the Officers’ Plan. The Company also does not have severance or change-in-control agreements in place with our named executive officers except for the non-competition and confidentiality agreements discussed in greater detail below, which provide for severance obligations consistent with the Company's broad-based severance policy.
The information below describes and quantifies certain compensation that would become payable under our existing plans and arrangements if a named executive officer’s employment had terminated on January 31, 2020 (the last trading day prior to the end of our fiscal year, February 1, 2020, which was a Saturday), given the named executive officer’s compensation and service levels as of such date and, if applicable, based on our closing stock price on January 31, 2020. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) savings plan. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, such as the timing during the year of any such event and the Company’s stock price, any actual amounts paid or distributed may differ from the amounts enumerated below.
Non-Competition Agreements — All of our current named executive officers, other than our Chairman and Chief Executive Officer and controlling stockholder, have executed non-competition and confidentiality agreements with the Company providing them with limited payments upon termination under certain circumstances. Under these agreements, named executive officers are not provided with payments if they voluntarily terminate employment, retire, die or become permanently disabled or are terminated for any of the following reasons: (i) fraud or felonious conduct; (ii) embezzlement or misappropriation of Company funds or property; (iii) material breach of the non-competition, non-solicitation or confidentiality covenants set forth in their agreement with the Company or any material violation of the provisions of the Company’s employee handbook; (iv) gross negligence; or (v) their consistent inability or refusal to perform, or willful misconduct in or disregard of the performance of their duties and obligations, under certain circumstances. Under these agreements, upon the termination of employment of a named executive officer for any reason other than those set forth above and subject to compliance with the relevant non-competition, non-solicitation and confidentiality covenants, we are obligated to pay to that named executive officer an amount equal to the greater of four weeks of pay or one week of pay for every year of employment with us, in each case at the named executive officer’s base salary in effect immediately prior to termination. The payment is payable bi-weekly in accordance with the Company’s regular payroll practices. The Company in its discretion may offer other arrangements to employees who end employment with the Company.
Equity Awards — Outstanding equity awards held by our named executive officers as of January 31, 2020 (the last trading day of fiscal 2019) were issued pursuant to our 2012 Plan.
Upon termination of a named executive officer’s continuous status as an employee due to death or total and permanent disability (as defined in Section 22(e)(3) of the Code), (i) all unvested time-based restricted stock awards, and associated accumulated dividends, shall vest immediately and (ii) performance-based restricted stock awards will vest if the performance metrics are met. If the termination of continuous status as an employee occurs by any reason other than death or total and permanent disability, any time-based and performance-based restricted stock awards that have not vested shall, unless otherwise specified by the Compensation Committee or the terms of the award, be automatically forfeited. Under each of the 2017 and 2019 LTIP awards, upon the retirement of a named executive officer (defined as a voluntary termination by the officer on or after attainment of age 55 with a minimum of fifteen years of service), the award will vest on a pro-rated basis as long as the officer was employed for at least one year of the vesting period. Upon termination of a named executive officer’s continuous status as an employee for any reason, the non-vested portion of any stock option will expire immediately and any vested portion of a stock option shall remain exercisable for a period of (i) 90 days in the event of termination of the executive officer’s status as an employee; (ii) 12 months in event of termination as a result of death or total and permanent disability (as defined in Section 22(e)(3) of the Code); or (iii) 36 months in the event of retirement, which is defined as having attained at least age 55 with 15 or more years of service, as determined by the Plan Administrator (or earlier in each instance upon expiration of the stock options term).
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 45
Compensation Tables (continued)
"Continuous status as an employee" is defined under each Plan as the absence of any interruption or termination of the employment relationship, except in the case of (i) sick leave, which is further defined in the 2012 Plan as approved medical, disability, or family leave; (ii) military leave; (iii) any other leave of absence approved by the Board, provided such period does not exceed 90 days, unless reemployment is guaranteed by contract, statute or Company policy; or (iv) transfers between locations of the Company or between the Company and its subsidiaries.
The Board also may authorize outstanding awards to be assumed or an equivalent award be substituted by the successor corporation and may assign such awards to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent award, then the Board may provide that all outstanding options and stock appreciation rights become vested and exercisable, and vesting restrictions on restricted stock and other awards lapse. The 2017 LTIP Award shares and 2019 LTIP Award shares that have not been previously canceled and forfeited would become fully vested and payable based on the Company’s actual attainment of the 2017 or 2019 LTIP Performance Criteria, as applicable. The Board retains the ability to substitute, adjust, or otherwise settle outstanding awards, including cashing out such awards, as it deems appropriate and consistent with the 2012 Plan’s purposes.
The 2012 Plan provides that unvested or unexercised equity awards may be subject to cancellation and that recoupment of the value of shares distributed under awards already vested may be required, upon the occurrence of certain specified events, including termination of employment for cause, violation of material Company policies, or other conduct that is detrimental to the business or reputation of the Company. In addition, awards may be subject to clawback, as determined by the Compensation Committee, to the extent required by applicable law or securities exchange listing standard, including, but not limited to, Section 304 of the Sarbanes-Oxley Act of 2002.
Officers’ Supplemental Savings Plan — Under the terms of the Officers’ Plan, in the event of a participant’s retirement or early retirement (defined below), death, disability (as defined in applicable Treasury regulations) or in the event of certain hardships or changes-in-control (each as defined under Section 409A of the Code), the participant is entitled to receive an amount equal to the participant’s contributions and vested and unvested matching and discretionary contributions by the Company. This amount is payable in a single lump sum unless the participant has elected to receive the distribution in installments.
Upon termination of employment other than by reason of retirement, early retirement, death or termination for cause (defined below), the participant is entitled to receive a termination benefit equal to the participant’s contributions and the vested portion of the Company’s matching and discretionary contributions, together with any aggregate earnings on those amounts. If a participant is terminated for cause (defined below), the participant forfeits all rights to both vested and unvested contributions of the Company and is entitled to receive a benefit equal to the participant’s contributions, together with any aggregate earnings on the participant contributions, payable in a single lump sum. For our named executive officers, all payments would be deferred for a six-month period under Section 409A of the Code.
The Company’s matching contributions under the Officers’ Plan vest only after a participant has completed at least five years of participation in the plan. The Company will determine separately the vesting of the Company’s discretionary contributions, if any. After five years of participation, all past and future Company contributions are fully vested. As of January 31, 2020, Messrs. Stack and Belitsky and Ms. Hobart were fully vested in the Company’s contributions, while Messrs. Germano and Gupta were not.
"Retirement" is defined in the Officers’ Plan as termination of employment, other than a termination for cause, on or after the date on which the participant has both attained age 55 and completed at least five years of participation in the Officers’ Plan, and "early retirement" is termination of employment, other than for cause, on or after the date on which the participant has completed at least five years of participation. "Termination for cause" is defined in the Officers’ Plan as termination of employment by reason of: (i) a substantial intentional failure to perform duties as an employee or to comply with any material provision of his or her employment agreement with the Company, where such failure is not cured within 30 days after receiving written notice from the Company specifying in reasonable detail the nature of the failure; (ii) a breach of fiduciary duty to the Company by reason of receipt of personal profits; (iii) conviction of a felony; or (iv) any other willful and gross misconduct committed by the participant. A "change-in-control" is defined in the Officers’ Plan as any of: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation; (iii) approval by the stockholders of the Company of any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Company; (iv) approval by the stockholders of the Company of any merger or consolidation of the Company in which the holders of voting stock of the Company immediately before the merger or consolidation will not own 50% or more of the voting shares of the continuing or surviving corporation immediately after such merger or consolidation; or (v) a change of 50% (rounded to the next whole person) in the membership of the Company’s Board within a twelve-month period, unless the election or nomination for election by stockholders of each new director within such period was approved by the vote of two-thirds (rounded to the next whole person) of the directors then still in office who were in office at the beginning of the twelve-month period. Notwithstanding the foregoing, no event shall constitute a
46 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued)
"change-in-control" for purposes of acceleration of distributions on termination of the Officers’ Plan if it is not a "change in the ownership or effective control of the corporation," or "in the ownership of a substantial portion of the assets of the corporation," "corporate dissolution," or "with approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A)" within the meaning of Section 409A of the Code.
Insurance Benefits — The Company currently pays the premiums for two life insurance policies covering our Chairman and Chief Executive Officer. The beneficiaries under the policies are chosen by Mr. Stack. Prior to his death, Mr. Stack may receive the cash surrender value of the policy. For detail regarding the premiums paid by the Company for fiscal 2019, see footnote 8 of the "Summary Compensation Table" on pages 38 - 39 of this proxy statement.
Separation of CHRO — On November 4, 2019, the Company and Holly Tyson entered into a separation agreement, pursuant to which she ceased serving as the Company’s SVP - Chief Human Resources Officer, effective January 1, 2020, but continued to serve the Company as an independent consultant through April 30, 2020, receiving $39,592 per month for such services. In accordance with the terms of her separation agreement, Ms. Tyson was eligible to receive a payout under the Company’s 2019 STIP and 2019 SGI. Furthermore, all outstanding, unvested equity awards issued to Ms. Tyson, including the 2017 LTIP, continue to vest while she serves the Company as an independent consultant. The Company’s obligations are subject to Ms. Tyson’s compliance with the terms of the separation agreement, which included an eighteen-month non-competition and non-solicitation period and confidentiality requirements.
The following table shows the estimated benefits payable to each named executive officer (other than Mr. Gaffney) in the event of his or her termination of employment under various scenarios or upon a change-in-control of our Company, assuming such event took place on January 31, 2020. The table sets forth the actual payments and benefits Mr. Gaffney received in connection with his separation from the Company.
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Voluntary
Resignation or
Termination
without Cause
|
|
Involuntary
Not For Cause
Termination
|
|
Death
|
|
Disability
|
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Retirement
|
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Change-in-Control
|
|
Edward W. Stack (1)
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Officers’ Plan(3)
|
$5,281,882
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(3a)
|
$5,281,882
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|
(3a)
|
$5,281,882
|
|
(3b)
|
$5,281,882
|
|
(3b)
|
$5,281,882
|
|
(3c)
|
$5,281,882
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(3d)
|
Stock Options(4)
|
—
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|
|
—
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|
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—
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—
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|
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—
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|
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—
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Restricted Stock(5)
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—
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—
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$15,943,975
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|
$15,943,975
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—
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—
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Insurance Benefits(6)
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—
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—
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|
$6,413,407
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—
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—
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—
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2017 LTIP(7)
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—
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—
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$395,280
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(7a)
|
$395,280
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(7a)
|
$395,280
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(7b)
|
$395,280
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(7c)
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2019 LTIP(8)
|
—
|
|
|
—
|
|
|
$1,572,315
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(8a)
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$1,572,315
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(8a)
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—
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|
$1,572,315
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(8b)
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Lee J. Belitsky
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Non-Competition Agreement(2)
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—
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$290,331
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—
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—
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—
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—
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Officers’ Plan(3)
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$3,297,952
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(3a)
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$3,297,952
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(3a)
|
$3,297,952
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(3b)
|
$3,297,952
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(3b)
|
$3,297,952
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(3c)
|
$3,297,952
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(3d)
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Stock Options(4)
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—
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—
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—
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—
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—
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—
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Restricted Stock(5)
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—
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—
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$3,010,037
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$3,010,037
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—
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—
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2017 LTIP(7)
|
—
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—
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$395,280
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(7a)
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$395,280
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(7a)
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$395,280
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(7b)
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$395,280
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(7c)
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2019 LTIP(8)
|
—
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—
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$1,572,315
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(8a)
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$1,572,315
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(8a)
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—
|
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$1,572,315
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(8b)
|
Lauren R. Hobart
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Non-Competition Agreement(2)
|
—
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$119,231
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—
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—
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—
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—
|
|
|
Officers’ Plan(3)
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$1,254,927
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(3a)
|
$1,254,927
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(3a)
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$1,254,927
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(3b)
|
$1,254,927
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(3b)
|
$1,254,927
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(3c)
|
$1,254,927
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(3d)
|
Stock Options(4)
|
—
|
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—
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—
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—
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—
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—
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Restricted Stock(5)
|
—
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—
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|
$4,360,021
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$4,360,021
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—
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—
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|
2017 LTIP(7)
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—
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—
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$395,280
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(7a)
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$395,280
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(7a)
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—
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$395,280
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(7c)
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2019 LTIP(8)
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—
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—
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$1,572,315
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(8a)
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$1,572,315
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(8a)
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—
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$1,572,315
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(8b)
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Donald J. Germano
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Non-Competition Agreement(2)
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—
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$47,308
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—
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—
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—
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|
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—
|
|
|
Officers’ Plan(3)
|
—
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|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
Stock Options(4)
|
—
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|
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—
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—
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—
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—
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—
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Restricted Stock(5)
|
—
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—
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$2,080,390
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$2,080,390
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—
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—
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2017 LTIP(7)
|
—
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|
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—
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$158,121
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(7a)
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$158,121
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(7a)
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—
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$158,121
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(7c)
|
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 47
Compensation Tables (continued)
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Voluntary
Resignation or
Termination
without Cause
|
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Involuntary
Not For Cause
Termination
|
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Death
|
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Disability
|
|
Retirement
|
|
Change-in-Control
|
|
2019 LTIP(8)
|
—
|
|
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—
|
|
|
$1,572,315
|
(8a)
|
$1,572,315
|
(8a)
|
—
|
|
|
$1,572,315
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(8b)
|
Navdeep Gupta
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Non-Competition Agreement(2)
|
—
|
|
|
$30,769
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|
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—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Officers’ Plan(3)
|
$286,335
|
|
(3a)
|
$286,335
|
|
(3a)
|
$338,722
|
|
(3b)
|
$338,722
|
|
(3b)
|
$286,335
|
|
(3c)
|
$338,722
|
|
(3d)
|
Stock Options(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock(5)
|
—
|
|
|
—
|
|
|
$1,239,134
|
|
$1,239,134
|
|
—
|
|
|
—
|
|
|
2017 LTIP(7)
|
—
|
|
|
—
|
|
|
$91,547
|
(7a)
|
$91,547
|
(7a)
|
—
|
|
|
$91,547
|
(7c)
|
2019 LTIP(8)
|
—
|
|
|
—
|
|
|
$628,935
|
(8a)
|
$628,935
|
(8a)
|
—
|
|
|
$628,935
|
(8b)
|
Paul J. Gaffney
|
|
|
|
|
|
|
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|
|
|
|
|
Non-Competition Agreement(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Officers’ Plan(3)
|
$209,579
|
|
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stock Options(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2017 LTIP(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2019 LTIP(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Holly R. Tyson
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Competition Agreement(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Officers’ Plan(3)
|
$216,382
|
(3a)
|
$216,382
|
(3a)
|
$256,725
|
(3b)
|
$256,725
|
(3b)
|
$216,382
|
(3c)
|
$256,725
|
(3d)
|
Stock Options(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock(5)
|
—
|
|
|
—
|
|
|
$1,477,220
|
|
$1,477,220
|
|
—
|
|
|
—
|
|
|
2017 LTIP(7)
|
—
|
|
|
—
|
|
|
$158,121
|
(7a)
|
$158,121
|
(7a)
|
—
|
|
|
$158,121
|
(7c)
|
2019 LTIP(8)
|
—
|
|
|
—
|
|
|
$628,935
|
(8a)
|
$628,935
|
(8a)
|
—
|
|
|
$628,935
|
(8b)
|
(1) There is no non-competition agreement in place to provide any payments upon termination.
(2) Payment amounts equal the greater of (i) four (4) weeks of pay or (ii) one (1) week of pay for every year of employment at the named executive officer’s base salary in effect immediately prior to termination.
(3) Represents the participant’s contributions and the Company’s contributions (vested and/or unvested), as described in the applicable footnote. As of January 31, 2020, all Company contributions were vested for each of our named executive officers, other than Mr. Germano and Mr. Gupta. For additional information regarding the Officers’ Plan, see the "Nonqualified Deferred Compensation Table" and accompanying narrative beginning on page 44 of this proxy statement.
(3a) Represents participant contributions and vested Company contributions (if any). Participant contributions are paid at the next scheduled settlement date after the termination and vested Company contributions are paid on the settlement date following the date the participants reach the age of 55.
(3b) Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum, unless the participant elected scheduled distributions had commenced at the time of the event. If scheduled distributions had commenced at the time of the event, contributions will be paid in accordance with the distribution schedule.
(3c) Represents participant contributions and vested Company contributions (if any). Participant contributions and Company contributions are paid in single lump sum, unless the participant elects scheduled distributions.
(3d) Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum on the last day of the 15th month after the month in which the event took place unless the participant elected otherwise.
(4) Upon termination of employment for any reason, unvested stock options are forfeited. Any vested portion will remain exercisable following termination for a period of 90 days other than in connection with death or disability, in which case vested stock options will remain exercisable for 12 months following termination, subject in each case to earlier termination due to expiration of the award. In the event of a change-in-control, the Board may authorize all outstanding stock options or awards to be assumed or an equivalent stock option or right to be substituted by the successor corporation. In the event that the successor corporation does not agree to assume the stock options or other awards, or to substitute an equivalent stock option or right, unexercisable stock options or other awards shall be accelerated and become exercisable.
(5) Represents the value of unvested time-based restricted stock and accumulated dividends that would immediately vest upon termination of employment due to death or a total and permanent disability. Upon termination for any other reason, unvested restricted stock would be forfeited. In the event of a change-in-control, the Board may authorize all outstanding awards to be assigned to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent right, restricted stock awards shall vest.
(6) Our Chairman and Chief Executive Officer is covered by two life insurance policies paid for by the Company, the beneficiaries of which are chosen by Mr. Stack (prior to his death the executive may receive the cash surrender value of the policy). If our Chairman and Chief Executive Officer had died on February 1, 2020, the beneficiaries under said policies would have received $2,413,407 under the first policy, and $4,000,000 under the second policy.
(7) Represents the value of unvested performance-based restricted stock and accumulated dividends that would become owed to the participant under a particular scenario.
48 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued)
(7a) Represents the value of unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2017 LTIP vesting period (i.e., April 3, 2020).
(7b) Represents the value of unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their retirement (voluntary termination by participant on or after attainment of age 55 with a minimum of fifteen years of service) after the completion of the first year of the 2017 LTIP vesting period and that would vest on a pro-rated basis at the end of the 2017 LTIP vesting period (i.e., April 3, 2020).
(7c) Represents the value of unvested performance-based restricted stock and accumulated dividends that would vest within 30 days of the event.
(8) Represents the value of unvested performance-based restricted stock and accumulated dividends that would become owed to the participant under a particular scenario.
(8a) Represents a reasonable estimate of the value at full target of unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2019 LTIP vesting period (i.e., April 3, 2022).
(8b) Represents a reasonable estimate of the value at full target of unvested performance-based restricted stock and accumulated dividends that would vest within 30 days of the event.
(9) Represents Mr. Gaffney's contributions made to the Officers' Plan and the aggregate earnings on his contributions.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 49
Item 3—Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers
As we have done each year since our 2011 Annual Meeting of Stockholders, and as required by Section 14A of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on a non-binding and advisory basis, the compensation of our named executive officers. In 2017, consistent with the vote of the Company's stockholders at our 2017 Annual Meeting of Stockholders, the Board determined that the Company will continue to conduct this vote on an annual basis. Since the vote on this compensation program is advisory in nature, it will not affect any compensation already awarded to any named executive officer and will not be binding on or overrule any decisions made by the Compensation Committee or the Board. The vote on this resolution is not intended to address any specific element of compensation. Rather, this vote relates to the compensation of our named executive officers as a whole, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.
As discussed under the heading "Compensation Discussion and Analysis," beginning on page 24 of this proxy statement, our compensation program, overseen by our Compensation Committee, is designed to align executive pay with Company performance, and we seek to closely align the interests of our named executive officers with the interests of our stockholders.
The Compensation Committee and the Board will consider the results of this advisory vote when formulating future executive compensation policy. The results of this vote will serve as an additional tool to guide the Compensation Committee and the Board in continuing to align the Company’s executive compensation program with the interests of the Company and its stockholders. The results of this vote will also guide the Compensation Committee and the Board to ensure that our executive compensation program is consistent with our commitment to high standards of corporate governance.
We ask our stockholders to vote on the following resolution at the 2020 Annual Meeting:
"RESOLVED, that the Company’s stockholders approve on an advisory basis the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosure."
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
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50 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC regulations permit companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Consequently, the pay ratio reported by other companies, including those companies in our Retail Peer Group, may not be comparable to the pay ratio reported below. For 2019:
•the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this proxy statement, was $15,048,162; and
•the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $10,120 and the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 1,487 to 1.
•the median of the annual total compensation of all full-time employees of our Company (other than our Chief Executive Officer) was $37,595 and the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all full-time employees was 400 to 1.
We took the following steps to identify the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all the Company’s employees and all full-time employees:
•With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table included in this proxy statement.
•We determined our employee population as of the end of our fiscal year, February 1, 2020. On that date, our employee population consisted of 41,532 individuals after taking into consideration the adjustments permitted under applicable SEC regulations and guidance.
•Without adjustments, our total employee population consisted of 41,593 individuals, of which 41,532 were based in the United States and 61 were based in Hong Kong. We excluded the 61 associates based in Hong Kong pursuant to the de minimis exemption under SEC regulations. Our adjusted employee population consists of 15,229 full-time, 24,806 part-time, and 1,497 temporary employees. The totals do not include individuals that we classify as independent contractors for tax purposes.
•To identify the median employee from our employee population, we reviewed the wages of our employees as reflected in our payroll records as Medicare wages and tips reported to the Internal Revenue Service for the 2019 fiscal year.
•Our median employee is a part-time Footwear Sales Associate who worked for the Company for 28 weeks during fiscal year 2019 and averaged 32 hours per week. Our median full-time employee is a Bicycle Technician who was hired in 2001 and averaged 40 hours per week in fiscal year 2019.
•Once we identified our median employee and median full-time employee, we combined all of the elements of such employees’ compensation for fiscal year 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $10,120 for our median employee and $37,595 for our median full-time employee.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders 51
Other Matters. As of the date of this proxy statement, we know of no business that will be presented for consideration at the 2020 Annual Meeting other than the items referred to herein. If any other matter is properly brought before the 2020 Annual Meeting for action by our stockholders, proxies properly provided to the Company will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.
"Householding" of Proxy Materials. The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify either (i) your broker if your shares are held in a brokerage account or (ii) us if you hold registered shares. We will deliver promptly, upon written or oral request, a separate copy of the annual report or proxy statement, as applicable, to a security holder at a shared address to which a single copy of the documents was delivered. You can notify us by sending a written request to the attention of Investor Relations, Dick’s Sporting Goods, Inc., 345 Court Street, Coraopolis, PA 15108 or calling us at (724) 273-3400 if you would like to receive separate copies of mailed materials relating to future meetings, or you are sharing an address and wish to request delivery of a single copy of mailed materials if you currently receive multiple copies.
Advance Notice Procedures. Under our bylaws, no business may be presented by any stockholder before an Annual Meeting unless it is properly presented before the meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered written notice to our Corporate Secretary, Legal Department, Dick’s Sporting Goods, Inc., 345 Court Street, Coraopolis, PA 15108, containing certain information specified in our bylaws about the stockholder and the proposed action, at least 150 days prior to the anniversary date of the preceding year’s Annual Meeting — that is, with respect to the 2021 Annual Meeting, by January 11, 2021. These requirements are separate from and in addition to the SEC’s requirements that a stockholder must meet in order to have a stockholder proposal included in the Company’s proxy statement, as discussed below.
Stockholder Proposals for Inclusion in the Company’s Proxy Materials Relating to the 2021 Annual Meeting. Stockholders interested in submitting a proposal for inclusion in the Company’s proxy materials for the Annual Meeting of Stockholders in 2021 may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, such proposals must be received by the Company not less than 120 calendar days before the anniversary date of the Company’s delivery of its proxy statement materials to stockholders in connection with the previous year’s Annual Meeting. Therefore, for the 2021 Annual Meeting, such proposals must be received by the Company no later than December 30, 2020. Proposals should be sent to the attention of the Corporate Secretary, Legal Department, Dick’s Sporting Goods, Inc., 345 Court Street, Coraopolis, PA 15108.
Proxy Solicitation and Costs. The proxies being solicited hereby are being solicited by the Board of Directors of the Company. The cost of soliciting proxies will be borne by the Company. We have not retained an outside firm to aid in the solicitation. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
52 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Non-GAAP Financial Measures
In addition to reporting the Company's financial results calculated in accordance with generally accepted accounting principles ("GAAP"), the Company reports certain financial results that differ from what is reported under GAAP. These non-GAAP financial measures include non-GAAP earnings per diluted share and Adjusted EBT, which management believes provides investors with useful supplemental information to evaluate the Company’s ongoing operations and to compare with past and future periods. Management also uses certain non-GAAP measures internally for forecasting, budgeting, and measuring its operating performance, and management’s annual incentive compensation is derived, in part, on Adjusted EBT. These measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. A reconciliation of the Company's non-GAAP measures to the most directly comparable GAAP financial measures are provided below.
Earnings per diluted share vs. Non-GAAP earnings per diluted share
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Fiscal 2019
52 Weeks Ended February 1, 2020
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Gross profit
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Selling,
general and administrative expenses
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Income from operations
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Gain on sale of subsidiaries
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Income before income taxes
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Net income
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Earnings per diluted share
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Basis
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$
|
2,554,558
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|
$
|
2,173,677
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|
$
|
375,613
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$
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(33,779)
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$
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407,704
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$
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297,462
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$
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3.34
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% of Net Sales
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29.19
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%
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24.84
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%
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4.29
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%
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(0.39)
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%
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4.66
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%
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3.40
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%
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Hunt restructuring charges
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13,135
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(44,588)
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57,723
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—
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|
57,723
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|
50,072
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Gain on sale of subsidiaries
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—
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—
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—
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33,779
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(33,779)
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(24,996)
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Other asset impairments
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—
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(15,253)
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15,253
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—
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|
15,253
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11,287
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Litigation contingency settlement
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—
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6,411
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(6,411)
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—
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|
(6,411)
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(4,744)
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Non-GAAP Basis
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$
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2,567,693
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|
$
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2,120,247
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$
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442,178
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|
$
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—
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$
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440,490
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$
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329,081
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$
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3.69
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% of Net Sales
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29.34
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%
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24.23
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%
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5.05
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%
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—
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%
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5.03
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%
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3.76
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%
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During fiscal 2019, the Company recorded a pre-tax charge of $57.7 million related to the restructuring of the hunt business, which included a trademark impairment of $28.3 million that was not deductible for tax purposes. The Company also recorded a pre-tax non-cash impairment charge of $15.3 million to reduce the carrying value of a corporate aircraft to its current fair market value, which was subsequently sold. These charges were offset by a pre-tax gain of $33.8 million related to the sale of two technology subsidiaries and a pre-tax benefit of $6.4 million resulting from the favorable settlement of a litigation contingency that was originally accrued in fiscal 2017. The provision for income taxes for the aforementioned adjustments were calculated at the Company's approximated blended tax rate, unless otherwise noted.
Non-GAAP earnings per diluted share has not been provided for 2018, and therefore no reconciliation is required.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders i
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Fiscal 2017
53 Weeks Ended February 3, 2018
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Cost of goods sold
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Selling,
general and administrative expenses
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Pre-opening expenses
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Other income
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Income before income taxes
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Net income
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Earnings per diluted share
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|
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|
|
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GAAP Basis
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$
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6,101,412
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$
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1,982,363
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$
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29,123
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$
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(31,810)
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$
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501,337
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$
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323,445
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$
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3.01
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% of Net Sales
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71.03
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%
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23.08
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%
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0.34
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%
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(0.37)
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%
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5.84
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%
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3.77
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%
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|
Corporate restructuring charge
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—
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(7,077)
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—
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—
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7,077
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4,388
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|
TSA conversion costs
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—
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—
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(3,474)
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—
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|
3,474
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|
2,154
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|
|
Contract termination payment
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—
|
|
—
|
|
—
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|
12,000
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(12,000)
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|
(12,000)
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|
Sales tax refund
|
—
|
|
—
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|
—
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|
8,104
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(8,104)
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|
(5,024)
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|
Loyalty program enhancement costs
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(11,478)
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|
—
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|
—
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|
—
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|
11,478
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|
7,231
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|
|
Litigation contingency
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—
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|
(6,592)
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|
—
|
|
—
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|
6,592
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|
4,153
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|
|
Tax Act impact
|
—
|
|
—
|
|
—
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|
—
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|
—
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|
(24)
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|
|
Non-GAAP Basis
|
$
|
6,089,934
|
|
$
|
1,968,694
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|
$
|
25,649
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|
$
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(11,706)
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|
$
|
509,854
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|
$
|
324,323
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|
$
|
3.01
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|
% of Net Sales
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70.89
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%
|
22.92
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%
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0.30
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%
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(0.14)
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%
|
5.94
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%
|
3.78
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%
|
|
During the first quarter of 2017, the Company recorded pre-tax conversion costs of $3.5 million to convert former TSA stores to Dick's Sporting Goods stores. During the second quarter of 2017, the Company recorded pre-tax charges of $7.1 million for severance, other employee-related costs and asset write-downs related to a corporate restructuring. The Company also recorded $12.0 million of pre-tax income for the receipt of a contract termination payment, for which there was no related tax expense as the Company utilized net capital loss carryforwards that were previously subject to a valuation allowance. During the third quarter of 2017, the Company received $8.1 million of pre-tax income for a multi-year sales tax refund. During the fourth quarter of 2017, the Company incurred $11.5 million for pre-tax transition costs to enhance the Company's Scorecard loyalty program, and $6.6 million in pre-tax charges related to a litigation contingency. The provision for income taxes for the aforementioned adjustments were calculated at the Company's approximated blended tax rate, unless otherwise noted.
ii Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
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|
|
|
|
|
|
|
|
Fiscal 2016
52 Weeks Ended January 28, 2017
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|
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|
|
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|
Cost of
goods sold
|
Selling, general and administrative expenses
|
Pre-opening expenses
|
Income before income taxes
|
Net income
|
Earnings per diluted share
|
|
|
|
|
|
|
|
GAAP Basis
|
$
|
5,556,198
|
|
$
|
1,875,643
|
|
$
|
40,286
|
|
$
|
458,422
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|
$
|
287,396
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|
$
|
2.56
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|
% of Net sales
|
70.14
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%
|
23.68
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%
|
0.51
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%
|
5.79
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%
|
3.63
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%
|
|
Inventory write-down
|
(46,379)
|
|
—
|
|
—
|
|
46,379
|
|
28,755
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|
|
Non-cash impairment and store closing charge
|
—
|
|
(32,821)
|
|
—
|
|
32,821
|
|
20,349
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|
|
Non-operating asset impairment
|
—
|
|
(7,707)
|
|
—
|
|
7,707
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|
4,778
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|
|
TSA and Golfsmith conversion costs
|
—
|
|
(8,545)
|
|
(5,102)
|
|
13,647
|
|
8,461
|
|
|
Non-GAAP Basis
|
$
|
5,509,819
|
|
$
|
1,826,570
|
|
$
|
35,184
|
|
$
|
558,976
|
|
$
|
349,739
|
|
$
|
3.12
|
|
% of Net sales
|
69.55
|
%
|
23.06
|
%
|
0.44
|
%
|
7.06
|
%
|
4.41
|
%
|
|
During the third quarter of 2016, the Company recorded pre-tax conversion costs of $7.6 million to convert former TSA stores to Dick's Sporting Goods stores. During the fourth quarter of 2016, the Company recorded a pre-tax inventory write-down of $46.4 million in connection with the Company's implementation of its new merchandising strategy, a pre-tax non-cash impairment charge of $32.9 million for store assets and store closing charges primarily for ten Golf Galaxy stores in overlapping trade areas with acquired Golfsmith stores, a pre-tax non-cash impairment charge of $7.7 million to reduce the carrying value of a corporate aircraft held for sale to its fair market value, and pre-tax conversion costs of $6.0 million to convert former TSA and Golfsmith stores to Dick's Sporting Goods and Golf Galaxy stores. The provision for income taxes for the aforementioned adjustments were calculated at 38%, which approximated the Company's blended tax rate.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2015
52 Weeks Ended January 30, 2016
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
Income before income taxes
|
Net income
|
Earnings per diluted share
|
|
|
|
|
|
|
GAAP Basis
|
$
|
1,613,075
|
|
|
$
|
530,875
|
|
$
|
330,391
|
|
$
|
2.83
|
|
% of Net sales
|
22.19
|
%
|
|
7.30
|
%
|
4.54
|
%
|
|
Litigation settlement charge
|
(7,884)
|
|
|
7,884
|
|
4,730
|
|
|
Non-GAAP Basis
|
$
|
1,605,191
|
|
|
$
|
538,759
|
|
$
|
335,121
|
|
$
|
2.87
|
|
% of Net sales
|
22.08
|
%
|
|
7.41
|
%
|
4.61
|
%
|
|
During the third quarter of 2015, the Company recorded a pre-tax litigation settlement charge of $7.9 million. The provision for income taxes was calculated at 40%, which approximated the Company's blended tax rate.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders iii
Income before income taxes ("EBT") vs. Non-GAAP Adjusted EBT
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2019
|
Income before income taxes ("EBT")
|
|
|
|
|
|
|
|
$
|
407,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other asset impairments
|
|
|
|
|
|
|
|
15,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation contingency
|
|
|
|
|
|
|
|
(6,411)
|
|
|
|
|
|
|
|
|
|
|
Hunt restructuring charges
|
|
|
|
|
|
|
|
57,723
|
|
Gain on sale of subsidiaries
|
|
|
|
|
|
|
|
(33,779)
|
|
Payment of SGI
|
|
|
|
|
|
|
|
10,007
|
|
Adjusted EBT
|
|
|
|
|
|
|
|
$
|
450,497
|
|
|
|
|
|
|
|
|
|
|
iv Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Dick’s Sporting Goods, Inc.
345 Court Street
Coraopolis, PA 15108
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